Surfe Growster SAS
RCS n°882 838 295
17 allée des Gassets, 77700, Serris, France
[email protected]
-or-
Surfe Inc
EIN 36-5158089
300 Creek View RD STE 209, Newark DE 19711, United States
These terms and conditions (indistinctly the “Terms and Conditions” or “Agreement“) for the use of the Services, as defined herein, shall form a legal agreement between you (indistinctly “you” or the “Customer“) and Surfe (Surfe designating for the purpose herein: either Surfe Inc (when Customer is incorporated in the USA) or Surfe Growster SAS (when Customer is incorporated outside of the USA)), and will (1) govern your use of the Services and (2) define your rights and obligations in relation to the use of the Services. Each party to this Agreement hereby acknowledges and agrees that this Agreement applies solely to business-to-business transactions. Accordingly, no provision of these Terms and Conditions shall be construed or interpreted as applying to or creating a business-to-consumer relationship. You further covenants that you will not utilize the Services described herein for any purpose which is neither described nor contemplated in these Terms and Conditions.
1. TERMS & CONDITIONS OF USE
A. ACCEPTANCE
WHEN YOU ACCESS, USE, OR SUBSCRIBE TO OUR SERVICES, WHETHER THROUGH OUR PLATFORM OR CHROME EXTENSION, YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THESE TERMS AND CONDITIONS, WHICH WE MAY, FROM TIME TO TIME, SUPPLEMENT WITH SPECIFIC OR SPECIAL CONDITIONS FOR CERTAIN SERVICES OR FEATURES. ACCEPTANCE OF THESE TERMS & CONDITIONS CONFIRMS THAT YOU ARE NOT A CONSUMER ACQUIRING THE SERVICES FOR PERSONAL, FAMILY, OR HOUSEHOLD PURPOSES. YOUR ACCEPTANCE OF THE TERMS & CONDITIONS ALSO MEANS THAT YOU UNDERSTAND THAT, IF ANY OF THE SUPPLEMENTED INFORMATION CONFLICTS WITH THESE TERMS & CONDITIONS, THEN THE SUPPLEMENTED INFORMATION SHALL PREVAIL.
B. ACCESS
You can access our Terms and Conditions here or via the direct link located at the bottom of our Website (https://www.surfe.com/terms-and-conditions/). Please be aware that we will provide the direct link to our Terms and Conditions upon your subscription to our Services.
C. AMENDMENTS & MODIFICATIONS
Surfe reserves the right to modify these Terms & Conditions at any time and without your consent. If these Terms & Conditions are amended, modified, or altered in any way, we will provide you with written notification, whether by email or otherwise, at least fifteen (15) calendar days before the effective date of the changes. You shall be entitled to terminate your Subscription as provided in Article 11 if you disagree with any proposed amendment or modification of these Terms & Conditions. Please note that your continued use of our Services after the effective date of any amendment will be deemed as acceptance of the updated Terms & Conditions.
2. SERVICES
Surfe offers a software-as-a-service (SaaS) solution (the “Solution“) designed to help you reach your sales objectives by providing a range of features aimed at streamlining B2B prospecting, enhancing CRM (Customer Relationship Management) integration, and building and enriching lists of relevant prospects and companies (together with the Solution, the “Services“). The Services may be accessed on our platform (the “Platform“) and/or through our Chrome browser extension (the “Chrome Extension“), accessible on our website at https://www.surfe.com (the “Website“). The Services available for subscription are described in further detail on the Website. You acknowledge that the Services are intended for Commercial use only and Surfe reserves the right to modify or offer any additional Services at our sole discretion. For the purposes of this Agreement, “Commercial use” shall mean the use of the Services for your business purposes; Commercial use shall NOT include any personal, family, or household uses of the Service.
3. SUBSCRIPTION
A. SUBSCRIPTION REQUIRED FOR USE OF SERVICES
The Services are provided on a subscription basis (the “Subscription“). Details on the available Subscription options can be found here: https://www.surfe.com/pricing (hereinafter the “Subscription Plan“). All initial subscriptions shall include a 14-day free trial period of the “Pro” Subscription (the “Pro Subscription Trial Period“) which shall commence upon creation of the Company Account, as that term is defined herein. Please be advised that your Subscription will automatically revert to a “Free” Subscription at the end of the Pro Subscription Trial Period, and no charges shall be incurred, unless you have specifically selected a tier for your Subscription plan prior to the end of the Pro Subscription Trial Period.
B. SUBSCRIPTION CONDITIONS & ELIGIBILITY
The Services are intended only for Commercial use purposes, whether Customer is acting in the name of or on behalf of another entity. If you intend to use our services for personal, family, or household purposes, then you are ineligible to subscribe. Any use of the Services which does not conform to the purposes listed herein, shall be deemed an impermissible use. Subscription to the Services is specifically limited to:
- NATURAL PERSONS with full legal capacity, power, and authority to be bound by the Terms and Conditions provided herein; AND
- ENTITIES who are represented by a natural person with full legal capacity and valid authorization to bind the entity to these Terms and Conditions.
C. HOW TO SUBSCRIBE
You will need to create a User Account to subscribe to our Services. You may use a Google account or a third-party CRM system which is supported by our Solution and can authenticate your identity to create a User Account. When you create a User Account you expressly authorize Surfe to access and process any account data that is associated with your Google Account or the third-party CRM system, and which is necessary to provide the Services. By creating a User Account, you also agree to provide us with any information required to enable Surfe to provide the Services.
D. HOW TO ACCESS OUR SOLUTION
You can access our Solution on the Platform or through our Chrome Extension. The Website also contains the link to the Solution and instructions for related integrations.
E. HOW YOUR USERS CAN ACCESS OUR SERVICES
A company-level account (the “Company Account“) is automatically created in your name and, if applicable, linked to the CRM system used to connect to the Website when you subscribe to our Services. The User Account you use to subscribe to our Service shall serve as the administrator of the Company Account (the “Administrator User“) and will be authorized to install the Solution to allow your company to use the subscribed Services. The terms of your Subscription shall determine the number of individuals within your organization who are permitted to be granted access to the Services by the Administrator User (“Users“). The company subscribing to the Services is solely and fully responsible, through the Administrator User who has full power to engage and bind company, for creating and managing Users’ access, and for ensuring that each User (including the Administrator User) uses the subscribed Services, Platform and Chrome Extension, in compliance with these Terms and Conditions.
F. TERM OF SUBSCRIPTION
Your Subscription shall commence upon selection and purchase of a Subscription, as described herein, and shall be valid for a specified monthly or yearly period (the “Initial Term“). Please be advised that your Subscription is subject to automatic renewal, for successive periods of the same duration as the Initial Term (the successive periods, together with the initial term, shall be referred to as the “Subscription Periods“), unless earlier terminated in accordance with Article 11 herein.
G. SUBSCRIPTION MAINTENANCE & SUPPORT
i. MAINTENANCE
Your Subscription includes corrective and upgrade maintenance support. Your acceptance of these Terms & Conditions means that you acknowledge and agree that access to the Solution may occasionally be limited or suspended due to planned maintenance activities. Maintenance support shall be available to you for the duration of your Subscription. Surfe shall use all reasonably available means to promptly perform corrective maintenance and address any malfunctions or bugs identified in the Solution. During your Subscription, Surfe may also perform upgrade maintenance automatically and without prior notice. Such upgrades include improvements to existing functionalities and/or to technical components used in connection with the Solution.
DISCLAIMER: While your Subscription automatically includes extensions and upgrades to existing features, access to newly introduced features or functionalities is NOT automatically included and you may need to execute a separate agreement or pay additional fees to access these features or functionalities.
ii. HOSTING
The Solution is hosted on our own servers or a professional hosting provider all of which are located within the territories which comprise the European Union. All hosting services are provided with due care and with adherence to all applicable laws and regulations.
iii. TECHNICAL SUPPORT
If you experience any difficulties while using our Services, you can contact us either through the support chat widget on the Website or by sending us an email to [email protected].
4. FEES
A. SUBSCRIPTION FEES
Each Subscription Plan includes specific fees (the “Subscription Fees“). You can review the Subscription Fees associated with each Subscription Plan on our Website: https://www.surfe.com/pricing. Please be aware that the Subscription Fees provided on our Website do NOT include fees for any applicable taxes. Subscription Fees shall be due on a monthly or annual basis, as specified by your Subscription Plan, and shall be payable in full in advance of the effective date for the Subscription Period. Please note that Subscription Fees CANNOT be prorated, and once a Subscription Period has commenced, payment of the Subscription Fees for that Subscription Period will be due in full, irrespective of whether you use the Services during the entire Subscription Period. Please also note that if your Subscription is terminated before the end of your Subscription Period in accordance with Article 11, then you will be responsible for payment of any applicable Subscription Fees for that Subscription Period and you will NOT be entitled to a refund.
B. CREDITS
You may purchase credits at an additional fee (the “Credits“) to access features which are not included in your Subscription Plan, including, but not limited to, the Solution’s additional enrichment functionalities. Please note that you must satisfy payment in full for any Credits at the time of purchase, in addition to the applicable Subscription Fees for your selected Subscription plan. You can review the price and conditions associated with the purchase of Credits on our Website. Please be aware that any Credits which you purchase but fail to use before the end of a given Subscription Period CANNOT be rolled over. Further, you understand that if your Subscription is terminated before the end of the then current Subscription Period in accordance with Article 11, then you will NOT be refunded for any unused Credits remaining on the effective date of termination.
C. EXCHANGE RATE CHARGES
You understand that you shall be solely responsible for any applicable exchange rate charges which may be incurred at the time of payment. You will also be solely responsible for any bank or transaction fees incurred in connection with the payment of the Subscription Fees and Credits, except when such fees are charged by our bank or payment provider.
D. CHANGES TO FEES
We reserve the right to offer promotional pricing or discounts at our sole discretion. The Subscription Fees and Credit pricing may be revised at any time in accordance with the conditions set out in Section 1C of these Terms and Conditions.
5. PAYMENT OF FEES
A. BILLING
Invoices for Subscription Fees and/or any applicable purchased Credits shall be issued before the commencement of a Subscription Period (for the Subscription Fees) or at the time of purchase (for Credits) and will be sent to you via email. Please be advised that we will automatically charge your account if a specific payment method has already been associated with your Company Account. Invoices must be satisfied in full at the time of purchase and as specified by your Subscription Plan. You may use a valid credit card or initiate a SEPA transfer through the secure online payment service specified on our Website to satisfy payment of any outstanding invoice. You represent and warrant that you are duly authorized to use the chosen payment method and that all payment information provided is accurate and up to date.
B. PENALTIES FOR LATE OR NON-PAYMENT
We reserve the right to take the following action(s) if you default on or are otherwise delayed in satisfying payment of an outstanding balance on or after the applicable due date:
- Declare all outstanding amounts immediately due and payable; and/or
- Immediately suspend access to the Services until full payment of the amounts due has been received; and/or
- Apply late payment interests on the overdue undisputed amount at a rate of (i) three (3) times the French legal interest rate and lump sum of 40€ for recovery costs (if Agreement is concluded with Surfe Growster SAS) or (ii) 1.5% per month or the maximum rate permitted by applicable law, whichever is less (if Agreement is concluded with Surfe Inc.); provided, that application of late payment interests (and abovementioned lump sum for recovery costs, if applicable) shall NOT extinguish our right to seek additional compensation if actual recovery costs exceed the outstanding delinquent balance.
- FOR “ESSENTIAL” or “PRO” SUBSCRIPTION PLANS ONLY: your Subscription plan may be downgraded to the Free Subscription Plan without prior notice if you have failed to satisfy payment for an outstanding balance for more than one (1) month after the initial due date provided on the applicable invoice.
6. RIGHTS RESERVED
A. SURFE INTELLECTUAL PROPERTY RIGHTS
You understand that Surfe maintains exclusive ownership over or has otherwise been granted a license to use all intellectual property rights in and to the Services (including the Solution), Platform and Website, including but not limited to, the software, infrastructure, databases, and content of any kind (such as text, images, graphics, music, logos, trademarks, and brand elements) (collectively “Surfe Intellectual Property“). ACCORDINGLY, ANY ACCESS AND/OR USE RIGHTS WHICH HAVE BEEN OR MAY BE GRANTED TO YOU BY THESE TERMS & CONDITIONS SHALL IN NO WAY BE CONSTRUED AS A TRANSFER OF OWNERSHIP OF SURFE INTELLECTUAL PROPERTY RIGHTS.
B. YOUR ACCESS & USE RIGHTS
You understand and agree that a Subscription to our Services shall entitle you and your authorized Users to a limited, non-exclusive, non-transferable, and non-sublicensable license to access and use the Solution in SaaS mode for the duration of your Subscription, in accordance with these Terms & Conditions, and for internal business purposes only.
C. USE OF INTELLECTUAL PROPERTY FOR COMMERCIAL REFERENCES
Notwithstanding Sections 6A and 6B of these Terms & Conditions and unless formerly objected in writing, each party to these Terms & Conditions may refer to the names, trademarks, logos and platform(s) of the other for commercial references for the duration of your Subscription and for a period of three (3) years following the termination of the Subscription.
D. USE OF SHARED CONTENT BY SURFE
By subscribing to our Services, you, along with your Users, explicitly agree to upload, publish, or share content of any nature on the Solution (the “Content“) only for commercial use purposes and in the course of your ordinary business or the purpose of our collaboration. Additionally, you understand that you may also provide feedback or testimonials regarding your use of the Services (“Testimonials“). You agree to grant Surfe with a worldwide, royalty-free, non-exclusive license to use, reproduce, display, distribute, and adapt the Content and Testimonials for the purpose of promoting Solution, the Services and our activities, which may include the right to:
- Display the Content and Testimonials free of charge on Solution and on any third-party websites operated by our commercial partners, by any means and on any medium, for the purpose of promoting the Solution and the Services; and
- Translate the Content and Testimonials into any language; and
- Modify (in particular the framing, format and colors) and/or adapt the Content and Testimonials as needed (in particular to the technical constraints of the Solution such as alterations or degradations in their quality), provided such changes do not alter their original meaning or substance.
E. YOUR RIGHT TO REVOKE CONSENT
You shall be entitled to revoke your consent to Surfe’s use of Content and/or Testimonials, as described in Section 6D, at any time by contacting [email protected].
F. IMPERMISSIBLE USE
Unless explicitly permitted by these Terms & Conditions or our prior express written consent, You and your Users shall be strictly prohibited from:
- Copying, reproducing, displaying, performing, distributing, publishing, or transmitting the Website, the Solution, or our trademarks, whether permanently or temporarily, by any means or process and on any medium known or unknown to date;
- Creating derivative works based on the Website, Solution or our trademarks;
- Modifying, translating, adapting, or otherwise altering the Website and/or our Solution or trademarks;
- Disassembling, decompiling, reverse-engineering, or attempting to extract the source code of the Website or the Solution or any part thereof;
- Selling, renting, sublicensing, distributing, or otherwise commercially exploiting the Website, Solution or our trademarks in any form;
- Using the Services as a consumer for personal and/or non-business-related purposes covered under State consumer protection laws.
You acknowledge and agree that engaging in any impermissible or unauthorized use may constitute an infringement of Surfe intellectual property rights and may result in the suspension or termination of your access to the Services in accordance with Article 11 herein. You also understand that suspension or termination of access to our Services shall NOT preclude our ability to take legal action against you or otherwise pursue remedies which may be available to us in a court of law or equity.
7. CUSTOMER RESPONSIBILITIES
A. USER INFORMATION WARRANTY
You agree to provide us with accurate, complete, and up-to-date information necessary for subscribing to the Services and for the proper use of the Solution. You are solely responsible for ensuring that such information remains current throughout the duration of your use of the Services. This information constitutes proof of your identity and is binding on you once validated.
B. MANAGEMENT OF YOUR INFORMATION
You are solely responsible for managing and securing the email address associated with your User Account, which can be used to send you a secure one-time use authentication link for accessing the Solution. Any access made using your User Account will be deemed to have been made by you.
C. NOTICE FOR UNAUTHORIZED USE OF USER ACCOUNT
You must notify us immediately using the contact details set out in the header of these Terms and Conditions if you become aware of any unauthorized use of your User Account. You acknowledge and agree that Surfe reserves the right to pursue any course of action or measures which Surfe deems appropriate to address the unauthorized use, which may include suspension or restriction of access to your User Account.
D. USER RESPONSIBILITIES WHEN USING THE SOLUTION AND/OR SERVICES
You agree that access to and use of the Solution shall be strictly limited to you and your authorized Users. Functionalities and features included in each Subscription plan are granted on a per-User basis and may not be shared or transferred by or between individuals. You shall be responsible for ensuring that you and any authorized Users under your Company Account use the Solution and the Services in compliance with these Terms & Conditions. You shall be responsible for any data, Content or information you or any of your authorized Users submit or share in connection with your use of the Solution or the Services.
E. YOUR REPRESENTATIONS & WARRANTIES
You agree, warrant, and represent that you and your Users shall not misuse the Solution or Services for purposes other than for the uses intended by and/or described herein.
F. USE OF THE SERVICES
You explicitly agree, warrant, and represent that you and your Users will NOT use the Solution or the Services to:
- Engage in illegal or fraudulent activity;
- Harm public order and morality;
- Infringe on third parties or their rights in any way whatsoever;
- Violate any applicable contractual, legal or regulatory provisions;
- Interfere with or compromise a third party’s computer system with the aim of violating the third party’s integrity or security;
- Assist or incite a third-party to engage in any of the activities listed above.
G. USE OF SURFE INTELLECTUAL PROPERTY
You explicitly agree, warrant, and represent that, with respect to Surfe Intellectual Property, you and your Users will NOT:
- Copy, modify or misappropriate any of our intellectual property;
- Attempt to interfere, disrupt or bypass our IT systems or breach our security measures;
- Infringe upon our financial, commercial or moral rights and interests;
- Market, distribute, sublicense or otherwise provide third-party access to the Solution, the Services, the information hosted on the Website or any associated proprietary materials.
H. USE OF CONTENT
You are responsible for any Content that you or your Users publish, upload, share, or otherwise submit to us in connection with your use of the Services. You explicitly agree, warrant, and represent that you and your Users will NOT share or distribute any Content that (non-exhaustive list):
- Infringes public order and morality (pornographic, obscene, indecent, shocking or unsuitable for a family audience, defamatory, insulting, violent, racist, xenophobic or otherwise contrary to public decency);
- Is prejudicial or infringes upon the rights of third-parties;
- Violates a contractual, legal or regulatory provision;
- Is misleading, deceptive or promoting illegal, fraudulent or deceptive activities;
- Damages or attempts to harm third-parties’ IT systems.
I. USE OF THIRD-PARTY PLATFORMS AND/OR SERVICES
You understand and acknowledge that the Solution is developed and provided independently and is not affiliated with or endorsed by any third party. Accordingly, if you and/or your Users use our Platform and/or Services in conjunction with a third-party service or platform, you will be solely responsible for ensuring that you and your Users comply with the terms and conditions provided by the third-party. You further acknowledge that we cannot be held liable for any claim, dispute, or issue arising from your use of or non-compliance with the terms and conditions of such third-party services.
J. INDEMNIFICATION
You agree to indemnify, defend and hold us harmless from and against any claim, complaint, demand, recourse and/or action of any kind which arises out of or is connected to your or your User’s breach of any of your obligations under these Terms and Conditions. You further agree and covenant that you will compensate Surfe for any prejudice, loss and/or damage suffered and/or all costs, charges and/or fines that we may incur in connection with the alleged claims.
8. SURFE RESPONSIBILITIES
A. COMPLIANCE WITH LAWS
We warrant and represent that we will provide our Services to you with due diligence and care, in accordance with applicable laws and regulations. Notwithstanding the foregoing, we hereby disclaim any warranties arising under consumer protection statutes which apply exclusively to consumer purchases. You understand that these Terms & Conditions are governed solely by state laws applicable to commercial or business to business transactions.
B. AVAILABILITY AND QUALITY OF SERVICE
i. AVAILABILITY OF SERVICES AND SOLUTION
We will use our best efforts to maintain 24/7 access to the Solution except in the event of scheduled maintenance as defined in Section 3G(i) herein.
ii. QUALITY OF SERVICE
We will use our best efforts to provide you with quality Services and will regularly monitor the functioning and accessibility of our Solution. Scheduled maintenance may be performed as described in Section 3G(i) of these Terms and Conditions. Notwithstanding the foregoing, we EXPLICITLY DISCLAIM liability for any interruptions or temporary unavailability of the Solution and/or Services resulting directly or indirectly from:
- Circumstances beyond our control;
- Failure of equipment, cabling, services or networks not included in our Services, or which are not under our responsibility;
- Interruption of the Services by telecommunication operators or internet service providers;
- Your actions, including incorrect configuration applied to the Services. Any delay attributable to you will result in a corresponding delay in the agreed delivery time;
- Force majeure events.
iii. NO GUARANTEE. THE SERVICES AND SOLUTION ARE PROVIDED “AS IS” ON A STANDARD BASIS
Surfe does NOT warrant or otherwise represent that the Solution and/or Services will be entirely free from errors, defects, or faults or fully meet your specific needs and/or expectations. Surfe offers no guarantee as to the relevance, completeness, accuracy, reliability and suitability of the business contact data provided by Surfe in connection with the Services, nor regarding the legality of any use you make of said data. You are advised to seek your own legal counsel before using such data for marketing or outreach. You are solely responsible for:
- Determining whether a legal basis exists for using the provided business contact data;
- Ensuring that the use of the business contact data adheres to the GDPR regulation and other applicable laws and regulations;
- Providing required notices or disclosures to data subjects where applicable;
- Handling any data subject access, deletion, or objection requests regarding such data.
C. PRIVACY AND SECURITY
You hereby acknowledge that statutory notice and privacy requirements which are applicable to consumer transactions shall NOT apply to these Terms & Conditions or the use of our Services. Each Party shall be responsible for complying with federal and state data-protection statutes which are applicable to business-to-business transactions or commercial uses of services. Notwithstanding the foregoing, Surfe will employ best efforts to ensure that the information you provide us for use of our Services, and the Solution are safeguarded against unauthorized uses, including but not limited to, implementing security measures and/or infrastructure which is consistent with industry standard for data protection. Additionally, we shall implement privacy and security measures which detect and prevent malicious activity, and which can recover data as necessary. Lastly, we shall comply with any and all relevant state and federal laws and regulations which are applicable to business-to-business transactions, and which may require the implementation of certain security measures to protect your business data.
D. SPECIFIC STATE DISCLAIMERS
This Section 8D shall only be applicable if the Agreement is concluded with Surfe Inc and, in such case, to Customers located in the jurisdictions identified below:
i. MASSACHUSETTS
You acknowledge and agree that if Massachusetts Consumer Protection (M.G.L. c. 93A) is implicated in any disputes or conflicts arising hereunder, then said dispute or conflict shall be exclusively governed by Section 11 of M.G.L.c. 93A, which is applicable to disputes arising from business-to-business transactions.
ii. CALIFORNIA
Your acceptance of these terms & conditions and use of the Services represents an arm’s length commercial transaction between yourself and Surfe. As such, each party shall be treated as a sophisticated commercial entity and this Agreement shall not be construed as creating special, fiduciary, or consumer-oriented duties. You understand and confirm that the California Consumer Legal Remedies Act (CA Civ Code § 1750 (2024)) shall NOT apply to any contractual relationship between you and Surfe. Lastly, to the extent that California’s Unfair Competition Statute is applicable to any dispute or conflict arising hereunder or resulting from the use of the Services, such dispute or conflict shall be evaluated under the assumption that the Parties are engaged in an arms’ length commercial transaction as provided in this Section 8D(ii).
iii. NORTH CAROLINA
You acknowledge and confirm that North Carolina’s Unfair and Deceptive Trade Practices Act (NC Gen Stat § 75-1.1) shall only be applicable to disputes and/or conflicts arising hereunder or resulting from the use of the Services which you can demonstrate are acts beyond that of a breach of contract pursuant to North Carolina’s laws and regulations.
iv. NEW YORK
You acknowledge that the contractual relationship between yourself and Surfe is of a commercial nature, and, accordingly, New York General Business Law Sections 349-350, which address consumer oriented deceptive business acts and practices, shall NOT apply to any conflict or dispute arising hereunder or resulting from your use of the Services.
E. NO LIABILITY FOR USE OF THIRD-PARTY PLATFORMS
We may publish and/or send you promotional messages and/or content, including links to third-party platforms. Notwithstanding the foregoing, you understand and acknowledge that we shall NOT be responsible for ensuring that the third-party platform and/or the content, products, and/or services provided therein are readily available to you. Further, we shall NOT be responsible for any relationships which you may establish on, with, or through the third-party platforms.
F. SUBCONTRACTING AND ASSIGNMENT
i. RIGHT TO SUBCONTRACT
You understand that Surfe may engage subcontractors to perform the responsibilities assigned to Surfe herein, whether in whole or in part and without your consent. Surfe hereby warrants and represents that, if any responsibilities assigned to Surfe are subcontracted to a third-party, the subcontracted third-party shall be bound by these terms and conditions, provided that Surfe shall remain solely responsible for the proper performance of the Services.
ii. RIGHT TO ASSIGN
Surfe may, without your consent or notice to you, assign or transfer our rights and obligations under these Terms and Conditions and any Subscription Plans to a third-party, by any means or operation of any kind. Notwithstanding the above, if the Agreement is concluded with Surfe Growster SAS, Surfe will provide you with a written notice to inform you of the assignment or transfer. You understand and agree that after the effective date of assignment and/or transfer, the third-party assignee or transferee will be solely responsible and liable for the performance of any obligations and/or responsibilities assigned to Surfe under these Terms and Conditions and any Subscription plans, and Surfe shall be relieved of any responsibilities and/or obligations prescribed to Surfe in relation to the provision of the Services or the Solutions.
iii. LIMITATION OF LIABILITY
SURFE’S LIABILITY HEREUNDER OR THE SUBSCRIPTION PLANS SHALL BE LIMITED TO DIRECT DAMAGES WHICH A COURT OF LAW OR SIMILAR COMPETENCY HAS AWARDED TO YOU FOR ACTUAL DIRECT HARM CAUSED BY OR IN CONNECTION TO YOUR USE OF THE SERVICES AND/OR SOLUTION. SURFE SHALL NOT BE LIABLE FOR ANY INDIRECT DAMAGES, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF CUSTOMERS, OR LOSS OF DATA, WHICH MAY RESULT FROM YOUR USE OF OUR SERVICES AND/OR SOLUTION. SURFE’S LIABILITY FOR DISPUTES RELATED TO FEDERAL AND/OR STATE STATUTES FOR UNFAIR OR DECEPTIVE ACTS SHALL BE LIMITED TO INSTANCES WHEREIN THE ACTS APPLY TO COMMERCIAL TRANSACTIONS. NOTWITHSTANDING DAMAGES INCURRED AS A RESULT OF PHYSICAL INJURY, DEATH, AND/OR WILLFUL MISCONDUCT AND SUBJECT TO A WRITTEN CLAIM SUBMITTED BY REGISTERED LETTER WITH ACKNOWLEDGEMENT OF RECEIPT WITHIN ONE (1) MONTH FOLLOWING THE OCCURRENCE OF THE DAMAGE, OUR TOTAL LIABILITY SHALL NOT EXCEED:
- IF YOU HAVE SELECTED A “FREE” OR PREMIUM MONTHLY SUBSCRIPTION PLAN: THE TOTAL AMOUNT OF SUBSCRIPTION FEES EFFECTIVELY PAID BY YOU FOR THE MONTHLY SUBSCRIPTION PERIODS PRECEDING THE EVENT GIVING RISE TO LIABILITY, WITHIN A LIMIT NOT EXCEEDING THE TOTAL SUBSCRIPTION FEES PAID IN THE LAST TWELVE (12) MONTHS;
- IF YOU HAVE SELECTED AN ANNUAL SUBSCRIPTION PLAN: THE TOTAL AMOUNT OF SUBSCRIPTION FEES EFFECTIVELY PAID BY YOU FOR THE ONGOING ANNUAL SUBSCRIPTION PERIOD DURING WHICH THE EVENT GIVING RISE TO LIABILITY OCCURRED.
YOU UNDERSTAND AND ACKNOWLEDGE THAT THE LIMITATION OF LIABILITY AND EXCLUSIVE REMEDIES PROVIDED IN THIS SECTION 8F(iii) ARE CUSTOMARY IN COMMERCIAL CONTRACTS AND MAY NOT BE PERMISSIBLE IN CONSUMER BASED TRANSACTIONS. FURTHER, YOU AGREE THAT NEITHER PARTY SHALL ASSERT CLAIMS THAT IMPLICATE CONSUMER USE OF THE SERVICES.
9. COLLECTION AND PROCESSING OF DATA
A. USE OF DATA TO DETERMINE FEES
You acknowledge that all messages exchanged through our Solution as well as any data collected on the Solution and our IT system shall constitute the main mode of proof admitted and may be used to specifically demonstrate the Services performed and the calculation of any related fees. Evidence for the purposes of calculating fees for use of our Services and/or the Solution may be established by any means.
B. HOW WE PROCESS YOUR DATA
Surfe may collect and process your personal data as well as third-party business contact data for enrichment purposes in connection with the provision of the Services and/or the Solutions contemplated herein and under any of the Subscription Plans. For more information on how we may collect, access, use, process, store, or otherwise engage with your personal data, please review Surfe’s Privacy Policy at: https://www.surfe.com/privacy-policy/ and/or Surfe’s Data Protection Policy Agreement (“DPA“), at: https://www.surfe.com/data-protection/. The DPA governs the processing of personal data carried out between the Parties in connection with the performance of this Agreement. The DPA forms an integral part of the Agreement and has full contractual force and effect. By entering into this Agreement, the Parties expressly acknowledge and agree to be bound by the DPA and undertake to comply with its terms and obligations to the same extent and with the same binding effect as those set out in this Agreement.
C. RIGHT TO REQUEST DATA
During the duration of your Subscription and for three (3) years following the termination of any contractual relationship between you and Surfe, you shall have the right to retrieve any Content and/or data your Company Account has generated or which relates to your Company Account (the “Requested Data“). With respect to Requested Data, we warrant and represent that we shall use all reasonable means to effectively retrieve the Requested Data within thirty (30) calendar days of your request. Any request for information, clarification, or specification of Data, digital assets and/or Content which Surfe can reasonably retrieve, including but not limited to, exportable data, must be submitted via email to [email protected]. For assistance with data exportation, please submit requests via email to [email protected].
D. CUSTOMER RESTRICTIONS REGARDING THE USE OF DATA PROVIDED BY SURFE
You are granted a non-exclusive license right to host and use the business contact data provided by Surfe in connection with the Services for internal business purposes exclusively. However, you shall not resell, sublicense, distribute or otherwise communicate said data to any third-party without the express written consent of Surfe.
10. CONFIDENTIALITY
A. CONFIDENTIAL INFORMATION
All information or data, in any form and on any medium whatsoever, disclosed by one of us (referred to hereinafter as the “Disclosing Party“) to the other (referred to hereinafter as the “Receiving Party“) in the context of our contractual relationship, which is marked as confidential or which may be reasonably viewed as being confidential by the Receiving Party, taking into account the nature of the information disclosed and the circumstances of its disclosure, shall be deemed confidential hereunder (the “Confidential Information“). Confidential Information SHALL NOT include information that the Receiving Party can demonstrate:
- Was rightfully in its possession without any obligation of confidentiality before receipt from the Disclosing Party;
- Is or has become a matter of public knowledge through no fault of the Receiving Party;
- Is or was received by the Receiving Party from a third party through rightful means and without violation of a duty of confidentiality; or
- Is or was independently developed by or for the Receiving Party.
B. USE OF CONFIDENTIAL INFORMATION, LIMITED
For the duration of your Subscription Plan, the Receiving Party and any of its agents and assigns warrants and represents that it shall not make use of Disclosing Party’s Confidential Information for any purposes other than the performance of its obligations under these Terms and Conditions and the Subscription, and shall not disclose Disclosing Party’s Confidential Information to third parties, without having priorly obtained the written consent of the Disclosing Party. Further, a Receiving Party may disclose Disclosing Party’s Confidential Information to the Receiving Party’s employees, collaborators, trainees, agents, and/or contractors, each of whom shall be bound by this Section 10. Notwithstanding the foregoing, Receiving Party may disclose Disclosing Party’s Confidential Information:
- If authorized or otherwise directed in writing by the Disclosing Party; OR
- To the extent required by applicable laws and regulation and/or applicable legal process, provided that in such cases the Receiving Party uses commercially reasonable efforts to (i) promptly notify the Disclosing Party in advance, to the extent permitted by law, and (ii) comply with the Disclosing Party’s reasonable requests regarding its efforts to oppose the disclosure.
C. SURVIVAL
This Section 10 shall remain effective and in full force for the duration of your Subscription plan and for a period of three (3) years after the termination of your Subscription plan and/or our contractual relationship for any reason whatsoever.
11. TERMINATION OF SERVICES & DELETION OF ACCOUNTS
A. TERMINATION OF SUBSCRIPTION FOR CONVENIENCE
You or Surfe may terminate your Subscription at any time for convenience if the party seeking termination provides notice no later than ten (10) days before the end of the then current Subscription Period. You may provide notice of termination for convenience by sending Surfe a request through the support Widget or sending us an email to [email protected]. We may provide notice of termination for convenience by sending you an email at the address associated with your Administrator Account. Termination for convenience shall be effective at the end of the then current Subscription Period, after which your Company Account will be automatically transferred to a “Free” Subscription. You shall remain liable for payment in full of any outstanding Subscription Fees or otherwise which have not been satisfied prior to the effective date of termination, and you understand that you shall NOT be entitled to a refund of Subscription Fees. Any unused Credits will remain valid until the end of the current Subscription Period and after which such Credits will expire and shall NOT be refundable.
B. TERMINATION OF SUBSCRIPTION FOR BREACH
You acknowledge and understand that payment of Subscription Fees and compliance with Section 7 which outlines your responsibilities with respect to your and your Users’ use of the Services and/or the Solution are material to the contractual relationship between yourself and Surfe (the “Material Provisions“). As such, if you or your Users breach any of the Material Provisions, then such breach shall constitute a breach of contract and Surfe may suspend or terminate your Subscription immediately, without prior notice, irrespective of whether the breach of such Material Provisions is deemed curable. Further, if you or your Users breach any provision of these Terms and Conditions which is not considered a Material Provision, then Surfe may (1) terminate your Subscription immediately upon notice to you; or (2) request that you remedy the breach within seven (7) calendar days of receiving a notification of breach (the “Cure Period“), provided that if you fail to cure the breach within the Cure Period, your Subscription shall be automatically terminated at the end of the Cure Period. You will remain liable for payment in full of any Subscription Fees associated with a Subscription Period which has already commenced and shall not be entitled to any refunds, for any reason whatsoever. Additionally, any unused Credits will be immediately forfeited, without compensation.
C. ACCOUNT DELETION AND REVERSIBILITY
You have the right to request the deletion of your Company Account, together with all registered User Accounts (herein an “Account Deletion Request“).
i. SURFE RESPONSIBILITIES FOR ACCOUNT DELETION
Upon receipt of an Account Deletion request to delete an existing account, Surfe shall employ all reasonable measures and best efforts to remove any personal and/or confidential data which may be associated with your account in accordance with all applicable laws and regulations which regulate the retention of sensitive data. Surfe shall also (i) remove any third-party authentication tokens which may be linked to your account at the time of your Account Deletion Request and (ii) erase any exportable data, Content, or data generated directly by or associated with your Company Account, no later than ninety (90) days after the effective deletion of your account. Please be advised that it may take up to thirty (30) calendar days from the Account Deletion Request date of your initial request for deletion to effectively delete your Company Account.
ii. YOUR RESPONSIBILITIES AFTER ACCOUNT DELETION
You understand that you are solely responsible for retrieving and downloading any Content or data which you wish to retain prior to the effective date of deletion of your Company Account and any associated accounts. Notwithstanding any applicable laws and regulations, Surfe SHALL NOT be responsible for storing, exporting, or returning any data to you which has not been deemed sensitive following the effective deletion of your Company Account.
12. MISCELLANEOUS
A. ASSISTANCE, INFORMATION AND COMPLAINTS
Any request for information, clarification, or support regarding the Website and/or the Services, as well as any complaint, must be submitted via the support Widget on the Website, or by email at [email protected].
B. APPLICABLE LAW AND JURISDICTION
Our Terms and Conditions and each Subscription Plan shall be governed by French Law (if the Agreement is concluded with Surfe Growster SAS) or by the state and federal laws of the United States of America (if the Agreement is concluded with Surfe Inc). For any dispute which arises out of or in connection with the acceptance, validity, interpretation, performance and/or termination of our Terms and Conditions, your Subscription and/or our contractual relationship, we shall endeavor to reach an amicable solution to such dispute. If we are unable to resolve the dispute amicably within sixty (60) days of submission, then the dispute shall be submitted for resolution to a competent court of law in Paris (if the Agreement is concluded with Surfe Growster SAS) or in the state of Delaware (if the Agreement is concluded with Surfe Inc).
C. LANGUAGE PREFERENCE IN CASE OF DISPUTE
In the event of any inconsistency or dispute regarding the interpretation of any term or provision of these Terms and Conditions, the English language version shall prevail.
D. NO WAIVER
You agree and acknowledge that our failure to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of that right or provision, nor shall it prevent us from exercising it in the future. Any waiver must be expressly made in writing to be valid.
E. SEVERABILITY
If any provision of these Terms and Conditions is held to be invalid, illegal, or unenforceable under any applicable law or by a competent authority or court, that provision shall be deemed severed and shall not affect the validity or enforceability of the remaining provisions, which shall remain in full force and effect.
F. HEADINGS AND CAPTIONS
The headings and captions used in these Terms and Conditions shall be used for convenience of reference only, and shall in no way define, limit, expand or otherwise affect the meaning or construction of any provision of this Agreement.
G. FORCE MAJEURE
In an event of force majeure, resulting in a delay or temporary impediment to performance of our respective obligations under these Terms and Conditions and the Subscription, the affected party shall promptly notify the other party in writing of the delay or failure, specifying the nature of the force majeure event and its expected duration. The affected party shall make all reasonable efforts to mitigate the effects of the force majeure event and resume performance of its obligations as soon as reasonably practicable. If the force majeure event persists for a period exceeding thirty (30) consecutive days, and/or if, as soon as it occurs, it leads to a definitive impediment to performance of our obligations for one of us, each of us will be entitled to terminate the Subscription as of right, by sending written notice by certified mail with confirmation of receipt requested to the other party. Termination will then take effect upon receipt of such registered letter, without either of us incurring any liability as a result. We shall nevertheless remain liable for the performance of our respective obligations that are not affected by the force majeure event, including any payment obligations. “Force Majeure” shall refer to the meaning of that term as provided by French law (if the Agreement is concluded with Surfe Growster SAS) or by Delaware statutes and/or understood under Delaware common law (if the Agreement is concluded with Surfe Inc).
H. ENTIRE AGREEMENT
These Terms and Conditions, together with the terms of your Subscription Plan, constitute the entire agreement between you and Surfe, without regard to any prior commitments, agreements, statements, or otherwise which have been made by either party prior to the purchase of your Subscription.
