Surge Universal Terms of Service Agreement
This Universal Terms of Service Agreement ("Agreement") sets forth the terms and conditions of the use of our systems, software, platforms, APIs, and the use and/or purchase of our products and related services and for the purchase and/or use of any products and services acquired through Surge from our partners and/or affiliates (collectively "Services").
In this Agreement "You" and "Your" refer to You as the user of our Services, or any agent, employee, servant or person authorized to act on Your behalf. "We", "Us" and "Our" refer to Surge Markets, LLC, as well as its subsidiaries and sister companies (“Surge”). This Agreement explains Our obligations to You, and explains Your obligations to Us for using Our Services. These obligations are in addition to (not in lieu of) any specific terms and conditions that apply to the particular Services.
When You use Our site, Your account (or You permit someone else to use it) to use the services or otherwise acquire access to Services or to cancel Your Services (even if We were not notified of such authorization), You signify Your agreement to the terms and conditions contained in this Agreement, along with the following policies and the applicable product agreements, which are incorporated by reference herein.
The following general policies apply to all Our Services.
1. Term of Agreement; Modification.
You agree that Surge may, in its sole and absolute discretion, modify this Agreement and the Services it offers to You from time to time and that such modifications are effective immediately upon posting to this site. Your use of the site or Services, after such changes or modifications have been made, constitutes Your agreement to be bound by this Agreement as last revised. If You have agreed Services from Surge, the terms and conditions of this Agreement shall continue in full force and effect, including any changes made to this Agreement, as long as You take advantage of and use the Services.
2. Eligibility & Authority.
Our site and Services are available only to users who can form legally binding contracts under applicable law. By using this site and/or the Services, You represent and warrant that you are at least eighteen (18) years of age and not a person barred from purchasing or receiving the Services found under the laws of the United States or other applicable jurisdiction.
If You are entering this Agreement on behalf of a corporate entity, You represent and warrant that You have legal authority to bind such corporate entity to the terms and conditions contained in this Agreement (and those additional agreements and policies incorporated by reference), in which case “You”, “Your” will also refer to such corporate entity. If, after acceptance of this Agreement, We find that You do not have the legal authority to bind said corporate entity, You will be personally responsible for the obligations contained in this Agreement and any/all related agreements that You enter into based on the Services You use, including but not limited to the payment obligations. Surge shall not be liable for any loss or damage resulting from Our reliance on any instruction, notice, document or communication reasonably believed by Us to be genuine and originating from an authorized representative of Your corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, We reserve the right (but undertake no duty) to require additional authentication from You. You further agree to be bound by the terms of this Agreement, and any other agreement and/or policies required by the Services purchased, for transactions entered into by You, anyone acting as Your agent and anyone who uses Your account or the Services, whether or not authorized by You.
3. Accounts; Accurate Information; Transfer of Data Abroad.
Accounts & Accurate Information. In order to access some of the features of this site or use some of the Services, You will have to create an Account. You represent and warrant that all information You submit when you create your Account is accurate, current and complete, and that you will keep your Account information accurate, current and complete. You further agree to maintain accurate information by providing updates to Us, as needed, while You are using the Services. You agree that You will notify Surge within five (5) business days of any change in the information You provided as part of the application and/or registration process and as required by Your Account. Failure by You, for whatever reason, to respond within five (5) business days to any inquiries made by Surge to determine the validity of information provided by You will constitute a material breach of this Agreement.
If We have reason to believe that Your Account information is untrue, inaccurate, not current, misleading or incomplete, We reserve the right, in Our sole and absolute discretion, to suspend or terminate your Account and any Services.
You are solely responsible for the activity that occurs on Your Account, whether authorized by You or not, and You must keep your Account information secure, including without limitation Your customer username/login, support pin code, password, API key (if any) and any/all content which might include payment details.
You must notify Surge immediately of any breach of security or unauthorized use of Your Account. We will not be liable for any loss You incur due to any unauthorized use of Your Account. You, however, may be liable for any loss We or others incur caused by Your Account, whether caused by You, or by an authorized person, or by an unauthorized person. Further, You agree that We may charge You administrative fees equal to $50 (US Dollars) per hour for Our time spent in relation to said matter, regardless of whether or not We return control over the Account and/or domain names in question to You.
Transfer of Data Abroad. If you are visiting this Site and/or using Our Services from a country other than the country in which Our servers are located, Your communications with Us and/or use of Our Services may result in the transfer of personal information (including Your Account information) across international boundaries. By visiting this Site, using Our Services and communicating electronically with Us, You consent to such transfers.
4. Data Protection, Use & Processing.
Surge offers certain Services available to you that may involve the submission, collection and/or use of personally identifying or identifiable information about you and your own customers (“Your Data”) in the course of your use of these Services (“Covered Services”). Your Data, for the purpose of this Section, excludes any User Content.
For the purposes of the Controller to Processor DPA and the Standard Contractual Clauses attached to the DPA (when and as applicable), you (and your applicable affiliates) are considered the Data Controller/Data Exporter, and your acceptance of the terms of service governing Covered Services at the time of purchase of any Covered Services will also be treated as your acknowledgment and acceptance of the DPA and its appendices (including the Standard Contractual Clauses and its appendices, as applicable). If you wish to print, sign and return a physical copy of the Controller to Processor DPA, please send an email request to dpo@surgepayme.com
5. Availability of Website & Services.
We shall use commercially reasonable efforts to attempt to provide this site, the Services available to purchase on Our site and Our Services on a twenty-four (24) hours a day, seven (7) days a week basis. You acknowledge and agree that from time to time this site may be inaccessible or inoperable for any reason including, but not limited to, equipment malfunctions; periodic maintenance, repairs or replacements that We undertake from time to time; or causes beyond our reasonable control or that are not reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. You acknowledge and agree that We have no control over the availability of this Site or Services on a continuous or uninterrupted basis, and that We assume no liability to You or any other party with regard to such, including but not limited to loss of revenue.
From time to time, Surge may offer new Services (limited preview services or new features to existing Services) in a pre-release version. New Services, new features to existing Services or limited preview services shall be known, individually and collectively, as “Beta Services”. Beta Services, unless otherwise exempted, are subject to the following:
If You elect to use any Beta Services, then your use of the Beta Services is subject to the following terms and conditions: (i) You acknowledge and agree that the Beta Services are pre-release versions and may not work properly; (ii) You acknowledge and agree that Your use of the Beta Services may expose You to unusual risks of operational failures; (iii) The Beta Services are provided as is, so We do not recommend using them in production or mission critical environments; (iv) We reserve the right to modify, change, or discontinue any aspect of the Beta Services at any time; (v) Commercially released versions of the Beta Services may change substantially, and programs that use or run with the Beta Services may not work with the commercially released versions or subsequent releases; (vi) Surge may limit availability of customer service support time dedicated to support of the Beta Services; (vii) You acknowledge and agree to provide prompt feedback regarding Your experience with the Beta Services in a form reasonably requested by Us, including information necessary to enable us to duplicate errors or problems you experience. You acknowledge and agree that we may use Your feedback for any purpose, including product development purposes. At Our request You will provide Us with comments that We may use publicly for press materials and marketing collateral. Any intellectual property inherent in Your feedback or arising from Your use of the Beta Services shall be owned exclusively by Surge; (viii) You acknowledge and agree that all information regarding Your use of the Beta Services, including Your experience with and opinions regarding the Beta Services, is confidential, and may not be disclosed to a third party or used for any purpose other than providing feedback to Surge; (ix) the Beta Services are provided “as is”, “as available”, and “with all faults”. To the fullest extent permitted by law, Surge disclaims any and all warranties, statutory, express or implied, with respect to the Beta Services including, but not limited to, any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.
Surge may offer, as part of the Services available to You, products and/or services from third parties. These products and/or services are subject to the terms of this Agreement, including any additional policies and agreements required, and this Agreement controls as between You and Surge. Nothing contained in any agreement executed between You and a third party provider shall eliminate, reduce or add to the obligations of Surge as described herein.
All paid Services are non-refundable, unless otherwise specified.
6. Account Panel.
The account panel associated with Your Account (“Account Panel”) enables You to purchase, renew, extend, suspend or cancel Service(s). You acknowledge and agree that You will not use the Account Panel to abuse and/or overload any of Our Systems or Services or any API. Abuse of the Account Panel will be determined in Our sole and absolute discretion. It includes but is not limited to repetitive, high volume requests, inquiries, calls or other excessive use or abuse of Our Systems or Service(s) or any API. You further agree to abide by such guidelines on acceptable use of Our Services (and/or the Account Panel) as set forth by Us, which may change at any time in Our sole and absolute discretion. In addition to any other right to terminate, Surge specifically has the right to immediately terminate Your Account, without notice or right to cure, in the event that You violate this term.
7. Acceptable Use Policy (AUP).
You acknowledge and agree to the following with respect to all of Our Services:
A. You will use all Services for lawful purposes only and You will comply with the terms of this Agreement and any other agreements you have entered into by virtue of purchasing or using Our Service(s) in addition to all applicable local, state, national and international laws, rules and regulations.
B. You will not collect or harvest (or permit anyone else to collect or harvest) any user content (as defined below) or any non-public or personally identifiable information about any other user or any other person or entity without their express permission.
C. You will NOT use our site or Services in a manner (as determined by Us in our sole and absolute discretion) that:
D. You will not access Surge Content (defined below) or User Content (also defined below) through any technology or means other than through this site itself, or as We may designate.
E. You agree to provide government-issued photo identification and/or government-issued business identification, plus whatever else We deem required and necessary, in order to verify Your identity.
You agree that We have the sole right to decide what constitutes a violation of the AUP described above as well as what is the appropriate severity of any corrective action to be applied. In the event that a violation of Our AUP is found, Surge will take corrective action upon Our own discretion and will notify You. Surge’s decision in such case is binding and final, and cannot be a subject of a further change. Surge cannot and shall not be liable for any loss or damage arising from Our measures against actions causing harm to Surge or any other third party.
You further agree to the product and service specific AUPs which are incorporated herein by reference:
8. Surge Content; User Content.
In addition to the general rules above, the provisions in this section apply specifically to Your use of Surge Content and User Content posted to Surge’s site (i.e. those sites which We directly control or maintain). The applicable provisions are not intended to and do not have the effect of transferring any ownership or licensed rights (including intellectual property rights) You may have in content posted to Your websites.
Surge Content. Except for User Content, with respect to all content on this site and the Services We offer, all right, title and interest in and to all (i) registered and unregistered trademarks, service marks and logos; (ii) patents, patent applications, and patentable ideas, inventions, and/or improvements; (iii) trade secrets, proprietary information, and know-how; (iv) all divisions, continuations, reissues, renewals, and extensions thereof now existing or hereafter filed, issued, or acquired; (v) registered and unregistered copyrights including, without limitation, any forms, images, audiovisual displays, text, software and (vi) all other intellectual property, proprietary rights or other rights related to intangible property which are used, developed, comprising, embodied in, or practiced in connection with any of the Services identified herein (“IP rights”) are owned by Surge, and/or where applicable its partners and affiliates, and You agree to make no claim of interest in or ownership of any such IP rights. You acknowledge that no title to the IP rights is transferred to You, and that You do not obtain any rights, express or implied, in the Services, other than the rights expressly granted in this Agreement.
Surge Content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purposes whatsoever without Our express prior written consent. No right or permission under any copyright, trademark, patent, or other proprietary right is granted by this Agreement. We reserve all rights not expressly granted in and to the Surge Content, this site, Our Services, and this Agreement do not transfer ownership of any of these rights.
Security. You agree not to circumvent, disable or otherwise interfere with the security-related features of this site or Our Services (including without limitation those features that prevent or restrict use or copying of any Surge Content or User Content) or enforce limitations on the use of this site or Our Services, the Surge Content or the User Content therein.
9. Surge’s Use of User Content.
The provisions in this section apply specifically to Surge’s use of User Content posted to Our websites (i.e., those sites which Surge directly controls or maintains). The applicable provisions are not intended to and do not have the effect of transferring any ownership or licensed rights (including intellectual property rights) You may have in content posted to Your hosted websites.
In General. You shall be solely responsible for any and all of Your User Content or User Content that is submitted through Your Account, and the consequences of, and requirements for, distributing it.
Surge shall own exclusive rights (including all intellectual property and other proprietary rights) to any User Submissions and/or User Reviews posted to Our site(s), and shall be entitled to the unrestricted use and dissemination of any User Submissions or User Reviews posted to Our site(s) for any purpose, commercial or otherwise, without acknowledgment or compensation to You or to anyone else.
10. Storage and Security.
You are entirely responsible for maintaining the confidentiality of Your Account access credentials (including but not limited to Your customer username/login, support pin code, password and API key (if any)) and Account information. You acknowledge and agree that You are solely responsible for all acts, omissions and use under and charges incurred with Your account or password.
11. Surge, Non-Exclusive Right To Use, Links to Third-Party Websites.
In using Our Services, You may be granted the ability to use Our software and/or third-party software that We make available for Your use. You may also choose to add and use third-party software in connection with Our Services. Moreover, We may offer third-party products and services that require You to access their website in order to complete Your purchase and/or agree to additional terms and conditions. For these situations, the following provisions apply.
Surge Non-Exclusive Right To Use. If You have been given permission or the ability to use software from Surge, Surge grants You a limited, non-exclusive, nontransferable and non-assignable right and ability to use the software for such purposes as are ordinary and customary. You are free to use the software on any computer. You agree to not alter or modify the software. You agree You are not authorized to combine the software with any other software program, create derivative works based upon the software, nor are You authorized to integrate any plug-in or enhancement which uses or relies upon the software. You further agree not to reverse engineer, decompile or otherwise attempt to uncover the source code.
Surge reserves all rights to the software. The software and any copies You are authorized to make are the intellectual property of Surge. The source code and its organization are the exclusive property of Surge and the software is protected by copyright law. Except as expressly provided for in this section, this Agreement does not grant You any rights in the software and all rights are reserved by Surge.
Third-Party Software Use. Your use of any Surge Services shall be used by You in accordance with the terms of any relevant third-party licenses. Your failure to abide by any third-party license may result in the immediate termination of Your Services by Surge.
You can add and use third-party software on Your account only if it is compatible with Our servers and is approved by Surge. Your use of any third party software is at Your own risk. Surge does not control and therefore cannot be responsible for any third party software performance and provides no guarantees that its use will result in any particular outcome or result. Surge will have no liability or responsibility for any damage, loss of data, loss of use or other loss occurring in connection with Your use of third party software or products. Surge reserves the right, at its sole discretion, to terminate, suspend, cancel or alter Your access to third-party software at any time.
You are solely responsible for any license and other fees required by the software providers, for using any third-party software installed on Your account apart from the initial account setup.
13. Privacy.
Surge's Privacy Policy, which is incorporated herein by reference, is applicable to all Services. The Privacy Policy sets out Your rights and Surge's responsibilities with regard to Your personal information. Surge will not use Your information in any way inconsistent with the purposes and limitations provided in the Privacy Policy. You agree that Surge, in its sole discretion, may modify the Privacy Policy, and You further agree that, by using the Services after such modifications become effective, You have agreed to these modifications. You acknowledge that if You do not agree to any such modification, You may terminate this Agreement. Surge will not refund any fees paid by You if You terminate your Agreement under this provision. You represent and warrant that You have provided notice to, and obtained consent from, any third party individuals whose personal data You supply to Surge as part of the Services with regard to: (i) the purposes for which such third party’s personal data has been collected; (ii) the intended recipients or categories of recipients of the third party’s personal data; (iii) which parts of the third party’s data are obligatory and which parts, if any, are voluntary; and (iv) how the third party can access and, if necessary, rectify the data held about them. You further agree to provide such notice and obtain such consent with regard to any third party personal data You supply to Surge in the future. Surge is not responsible for any consequences resulting from Your failure to provide notice or receive consent from such individuals nor for Your providing outdated, incomplete or inaccurate data.
15. No Spam.
No Spam Policy. We do not tolerate the transmission of spam. We monitor all traffic to and from our web servers for indications of spamming and maintain a spam abuse complaint center to register allegations of spam abuse.
We define spam as the sending of Unsolicited Commercial Email (UCE), Unsolicited Bulk Email (UBE) or Unsolicited Facsimiles (Fax), which is email or facsimile sent to recipients as an advertisement or otherwise, without first obtaining prior confirmed consent to receive these communications.
17. Additional Reservation of Rights.
In the event that Surge need exercise any of its rights expressed herein to investigate any potential breach or violation of the terms and conditions of this Agreement, service fees may continue to accrue on Your accounts, and You will continue to remain responsible for the payment of any service fees that accrue during the relevant period.
18. Billing & Payment; Currency; Termination & Cancellation Policy.
Billing and Payment. All fees for the Services shall be in accordance with Surge's fee schedule then in effect, and shall be due at the time You order the Services, unless otherwise noted. You may pay for Services by providing a valid credit or debit card, an electronic check (from your personal or business checking account, as appropriate), PayPal, Bitcoin, or any other payment method then accepted by Surge (each a “Payment Method”); provided, however, that We may at Our option require that You pay fees through a particular payment means (such as by credit card or by wire transfer) or that You change from one payment provider to another. The statement descriptor may also include a unique identifier of the transaction. All prices and fees are non-refundable unless otherwise expressly noted, even if Your Services are suspended, terminated, or transferred prior to the end of the Services term. Surge expressly reserves the right to change or modify its prices and fees at any time, and such changes or modifications shall be posted online at this site, and using mail. If You have purchased or obtained Services for a period of months or years, changes or modifications in prices and fees shall be effective when the Services in question come up for renewal.
If for any reason Surge is unable to charge your payment method for the full amount owed for the Services provided, or if We receive notification of a chargeback, reversal, payment dispute, or are charged a penalty for any fee previously charged to your payment method, You agree that Surge may pursue all available lawful remedies in order to obtain payment, including but not limited to, immediate cancellation, without notice to You, of any domain names or Services registered or renewed on Your behalf. You also agree that all rights to and interest in and use of any Services, content and/or products purchased through Us, including all data hosted on Our systems shall be assumed by Us in satisfaction of any indebtedness by You to Us. Our reinstatement fee is currently equal to the fee charged by the payment processor involved in the transaction reversal.
Surge also reserves the right to charge You reasonable "administrative fees" or "processing fees" for (i) tasks Surge may perform outside the normal scope of its Services, (ii) additional time and/or costs We may incur in providing its Services, and/or (iii) Your noncompliance with this Agreement (as determined by Surge in its sole and absolute discretion). Typical administrative or processing fee scenarios include, but are not limited to (i) customer service issues that require additional personal time or attention; (ii) investigation into the use of Surge services where it is alleged and verified by Surge that your use of such services were for abuse; (iii) account maintenance where there has been inactivity in your account for 6 months or more; (iv) disputes that require accounting or legal services, whether performed by Surge staff or by outside firms retained by Surge; (v) recouping any and all costs and fees, including the cost of Services, incurred by Surge as the results of chargebacks or other payment disputes brought by You, Your bank or payment method processor. These administrative fees or processing fees will be billed to the payment method You have on file with Surge.
If You signed up for a monthly payment plan, Your monthly billing date will be the first day of each month. If You signed up for an annual (or longer) payment plan, and You elected the automatic renewal option, Surge will automatically renew Your Services when they come up for renewal and will take payment in accordance with the designated payment method at Surge's then current rates.
Currency. While all purchases are processed in US dollars, Surge may provide an estimated conversion price to currencies other than US dollars. You acknowledge and agree that the pricing displayed during the checkout process is an estimate. Due to potential slight time delays between actual purchase and the payment settlement, the actual price charged may fluctuate. Accordingly, Surge makes no representations or warranties that the actual price will be the same or substantially similar to the actual price You will pay and You waive any and all claims based upon any discrepancy between the estimate and the actual price. In addition, You may be charged VAT or additional off-shore margin and/or fees, based on the country indicated in Your billing address section. Any amounts to be charged will appear during the checkout process.
Termination & Cancellation Policy. The initial term of Your agreement with Surge shall be as set forth in Your Order Form. The Initial Term shall begin upon commencement of the Services in the Order Form. After the Initial Term, your agreement with Surge shall automatically renew for successive terms of equal length as the Initial Term, unless terminated or cancelled by either party as provided in this section.
This agreement may be terminated: (i) by You when You discontinue the use of Our Services or (ii) by Surge at any time, without prior notice, if, in Surge's judgment, You are in violation of any terms or conditions herein; or (iii) in Surge's sole judgment, Your use of the Services places or is likely to place unreasonable demands upon Surge or could disrupt Surge's business operations; or (iv) by Surge if it so determines that You are or are alleged to be violating the terms and conditions of any other agreement entered into by You and Surge.
In the event of termination or suspension of Services under the above circumstances, You agree (a) that no pre-paid fees will be refunded to You; and (b) that Surge may take control of any domain name associated with the terminated Services, provided such domain name was registered through the domain name registration of Surge.
Refunds do NOT apply to Services unless otherwise specified.
In the event of termination of this Agreement caused by Your default hereunder, You shall bear all costs of termination, including any reasonable costs Surge incurs in closing Your account. You agree to pay any and all costs incurred by Surge in enforcing Your compliance with this section. Upon termination, You shall destroy any copy of the materials provided to You hereunder and referenced herein. You agree that upon termination or discontinuance for any reason, Surge may delete all information related to You on the Services.
19. Customer Support.
Surge provides customer support to You at no additional fee for issues related to Surge Services only. Surge has the right to decide what is a service related issue and to charge additional fees or refuse support for non-service related issues. Any fees paid by You for providing non-service related support are non-refundable. Surge will also require, before assistance can be given, that You verify Your identity in relation to the Account in question. We will determine, in Our sole and absolute discretion, what must be provided for verification purposes, including the use of secure validation tools such as Veriff.
Unless otherwise directed by a specific Service, You can request customer support only by opening Live Chat or Ticket through the HelpDesk system located in the Customer area. Surge will have no liability to provide customer support if it is requested in any other way apart from the HelpDesk system or the instructions specific to the Service at issue. You are solely responsible to use the appropriate HelpDesk category when opening Live Chat or posting Ticket. Surge will have no liability to respond to tickets opened in inappropriate categories. Surge shall not be liable for any delay in Live Chat and/or Ticket opened in inappropriate categories. You acknowledge that by asking our customer support representatives for assistance, You authorize their intervention and operation in Your account.
You must provide Surge with all information and access to facilities that Surge may reasonably require to provide the requested customer support. You are solely liable for performing and storing a back-up copy of data, files, hosting account and any other content prior to requesting customer support and agreeing to any interference or operation, provided by Surge. In the event You are not satisfied with the outcome of any action You shall be solely responsible for restoring the back-up copies of Your data. You should not abuse the HelpDesk system. Abuse of the HelpDesk system includes, but is not limited to, excessive number of Live Chats and Tickets opened by a single Customer, aggressive and/or harassing behavior, repetitive use of inappropriate categories for opening Live Chats, posting Tickets, etc. Any abuse of the HelpDesk system may result in warning, HelpDesk access restrictions, account suspension or possible account termination with no refund. Surge has the sole right to decide what constitutes abuse of the HelpDesk system.
20. Account Use.
You are responsible for security of Your Account access credentials. Surge will not change passwords to any account. Should You need to restore access to Your account, You will need to provide Us with appropriate identification, as determined by Us in Our sole discretion, and We will initiate a password reset process for You to complete. In the event of any partnership break-up, divorce or other legal problems that includes You, You understand that Surge will remain neutral and may put the account on hold until the situation has been resolved. Under no circumstances will Surge be liable for any losses incurred by You during this time of determination of ownership, or otherwise. You agree to defend (through counsel of Our choosing), indemnify and hold harmless Surge from any and all claims arising from such ownership disputes. If you are required to supply or transmit sensitive information to Surge you should take all due precautions to provide any sensitive information over a secure communication channel.
25. Compliance with Local Laws.
Surge makes no representation or warranty that the content available on this site or the Services We offer are appropriate in every country or jurisdiction, and access to this site or Our Services from countries or jurisdictions where its content is illegal is prohibited. Users who choose to access this site or use Our Services are responsible for compliance with all local laws, rules and regulations.
26. Governing Law; Jurisdiction; Waiver of Trial By Jury.
Except as otherwise set forth in the UDRP or any similar policy with respect to any dispute regarding the Services provided under this Agreement, Your rights and obligations and all actions contemplated by this Agreement shall be governed by the laws of the United States of America and the State of Montana. You agree that any action to enforce this agreement or any matter relating to Your use of the Services must be brought exclusively in the United States District Court of Montana. You agree to waive the right to a trial by jury in any action or proceeding that takes place relating to or arising out of this Agreement.
27. No Third Party Beneficiary Rights.
This Agreement, and any/all supplements to it, is not intended to and shall not be construed to give any Third Party any interest or rights (including, without limitation, any third party beneficiary rights) with respect to or in connection with any agreement or provision contained herein or contemplated hereby.
29. Final Agreement.
This Agreement, together with all modifications, constitutes the complete and exclusive agreement between You and Us, and supersedes and governs all prior proposals, agreements, or other communications. This Agreement may not be amended or modified by You except by means of a written document signed by both You and an authorized representative of Us. By applying for Surge’s Services through the online application process or otherwise, or by using the Services under this Agreement, you acknowledge that You have read and agree to be bound by all terms and conditions of this Agreement and documents incorporated by reference.
30. No Agency Relationship.
Nothing contained in this Agreement shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties hereto. Each party shall ensure that the foregoing persons shall not represent to the contrary, either expressly, implicitly, by appearance or otherwise.
31. Enforceability.
In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole. We will amend or replace such provision with one that is valid and enforceable and which achieves, to the extent possible, our original objectives and intent as reflected in the original provision.
32. Assignment and Resale.
Except as otherwise set forth herein, Your rights under this Agreement are not assignable or transferable. Any attempt by Your creditors to obtain an interest in Your rights under this Agreement, whether by attachment, levy, garnishment or otherwise, renders this Agreement voidable at Our option. You agree not to reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purposes any of the Services (or portion thereof) without Surge's prior express written consent.
33. Force Majeure.
Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to causes beyond its control including, but not limited to: earthquake; flood; fire; storm; natural disaster; act of God; war; terrorism; armed conflict; labor strike; lockout; boycott; supplier failures, shortages, breaches, or delays; or any law, order regulation, direction, action or request of the government, including any federal, state and local governments having or claiming jurisdiction over Surge, or of any department, agency, commission, bureau, corporation or other instrumentality of any federal, state, or local government, or of any civil or military authority; or any other cause or circumstance, whether of a similar or dissimilar nature to the foregoing, beyond the reasonable control of the affected party, provided that the party relying upon this section (i) shall have given the other party written notice thereof promptly and, in any event, within five (5) days of discovery thereof and (ii) shall take all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided further, that in the event a force majeure event described in this section extends for a period in excess of thirty (30) days in the aggregate, Surge may immediately terminate this Agreement.
34. Headings.
The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section or in any way affect such section.
35. Contact Information.
If you have questions about this Agreement, please contact us by email or regular mail at the following address:
Surge Legal Department
1001 S MAIN ST STE 49
KALISPELL, Montana, MT 59901
UNITED STATES
legal@Surgepayme.com
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