Surfacesoft (“The Company”) agrees to furnish services to the Subscriber, subject to the following Terms of Service (TOS).
Use of Surfacesoft Service constitutes acceptance and agreement to Surfacesoft Acceptable Usage Policy (AUP) as well as Surfacesoft Terms of Service (TOS).
All provisions of this contract are subject to the Terms of Service (TOS) of Surfacesoft and Acceptable Usage Policy (AUP). The AUP may be changed from time-to-time at the discretion of the Company. Subscriber understands that change to the AUP by the Company shall not be grounds for early contract termination or non-payment.
This Agreement shall be construed in all respects in accordance with the laws of the province of Ontario, city of Ottawa applicable to contracts enforceable in that province. Venue will be Ottawa, Ontario, Canada.
IMPORTANT NOTICE: * All Payments To Surfacesoft is Non-Refundable *
“Customer” means the individual accepting the terms of this Agreement or the entity such individual represents, as applicable.
“Customer Application” means a software application that interfaces with the Surfacesoft Services and include any services (web-based or other services) made available by Customer through that application.
“Customer Data” means data and other information made available to Surfacesoft through the use of the Surfacesoft Services under this Agreement, including call records, audio recordings, recording transcriptions, SMS records, and SMS message content.
“Documentation” means all of the instructions, code samples, on-line help files and technical documentation made available by Surfacesoft for the Surfacesoft Services.
“Emergency Services” means services that allow a user to connect with emergency services personnel or public safety answering points such as 911 or E911 services.
“End User” means an end user of a Customer Application.
“Rate Schedule” means the schedule of fees located at surfacesoft.com, as such may be updated from time to time.
“SLA” means the service level agreement located at surfacesoft.com/sla, as such may be updated from time to time.
“Surfacesoft Acceptable Use Policy” OR “AUP” means certain terms and conditions relating to the use of the Surfacesoft Services, available at surfacesoft.com/aup, as such may be updated from time to time.
“Surfacesoft API” means an application programming interface for the Surfacesoft Services (or feature of the Surfacesoft Services) provided to Customer by Surfacesoft.
“Surfacesoft Properties” means the Surfacesoft website, Surfacesoft API, Documentation, and technical support made available by Surfacesoft to Customer in connection with the Surfacesoft Services.
“Surfacesoft Services” means the services provided by Surfacesoft to Customer under this Agreement, including all programs, features, functions and report formats, and subsequent updates or upgrades of any of the foregoing made generally available by Surfacesoft, including without limitation the Surfacesoft APIs and any software provided to Customer in connection with its use of the Surfacesoft Services.
Disclosure to Law Enforcement
The AUP specifically prohibits the use of our service for illegal activities. Therefore, Subscriber agrees that the Company may disclose any and all subscriber information including assigned IP numbers, account history, account use, etc. to any law enforcement agent who makes a written request without further consent or notification to the Subscriber. In addition, Surfacesoft shall have the right to terminate all service set forth in this Agreement.
Subscriber acknowledges that the nature of the service furnished and the initial rates and charges have been communicated to Subscriber. Subscriber is aware that the Company may prospectively change the specified rates and charges from time-to-time. The promotional offer is contingent upon Company achieving and maintaining its cost of service goals including but not limited to rates charged to company by its suppliers.
Establishment of this service is dependent upon receipt by the Company of payment of stated charges. Subsequent payments are due on the anniversary date of the month for that month’s service.
Payments and Fees
Service will be interrupted on accounts that reach 10 days past due. Service interrupted for nonpayment is subject to a $200.00 reconnect charge. Accounts not paid by due date are subject to a $25.00 late fee. Accounts that are not collectible by Surfacesoft may be turned over to an outside collection agency for collection. If your account is turned over for collection, you agree to pay the company a “Processing and Collection” Fee of no less than $50.00 nor more than $150.00. If you desire to cancel your account, please follow the proper procedure to do this as outlined in this TOS.
Refund and Disputes
All payments to Surfacesoft are nonrefundable. This includes the one time setup fee and subsequent charges regardless of usage. All overcharges or billing disputes must be reported within 60 days of the time the dispute occurred.
Failure to Pay
The Company may temporarily deny service or terminate this Agreement upon the failure of Subscriber to pay charges when due. Such termination or denial will not relieve Subscriber of responsibility for the payment of all accrued charges, plus reasonable interest and any collection fees.
Requests for canceling accounts may be made in writing with at least 30 day notice but not more than 60 days prior written notice and sent to email@example.com This is only applicable to products which are billed on a monthly basis and not pay as you go or hourly billing subscriptions.
Subscriber acknowledges that the service provided is of such a nature that service can be interrupted for many reasons other than the negligence of the Company and that damages resulting from any interruption of service are difficult to ascertain. Therefore, subscriber agrees that the Company shall not be liable for any damages arising from such causes beyond the direct and exclusive control of the Company. Subscriber further acknowledges that the Company’s liability for its own negligence may not in any event exceed an amount equivalent to charges payable by subscriber for services during the period damages occurred. In no event shall the Company be liable for any special or consequential damages, loss or injury.
Surfacesoft, provides email support during the business hours of Surfacesoft to our subscribers (except for few holidays and short company meetings when we close our center.) We limit our technical support to our area of expertise. The following is our guidelines when providing support: Surfacesoft provides support related to any application developed by Surfacesoft. Surfacesoft does not offer technical support for application specific issues with any other third party software or programming platform, or any other issue. Surfacesoft does not provide technical support for YOUR customers. If you can email, we encourage you to email firstname.lastname@example.org for assistance. If you are able to get online and have additional questions, the answers may be on our web site; we encourage you to check there first. Lastly, the Help files in the program you are using may have the answer to your question so please investigate these resources before calling technical support.
SPAM and Unsolicited Commercial Email (UCE)
Surfacesoft takes a zero tolerance approach to the sending of Unsolicited Commercial Email (UCE) or SPAM over our network. Very simply this means that customers of Surfacesoft may not use or permit others to use our software to transact in UCE. In addition, it is not acceptable to transmit bulk email through our software or other similar proxies. This technique may result in account suspension or termination. Violations of this policy carry severe penalties, including termination of service. In order to prevent unnecessary blacklisting due to spam. We reserve the right to occasionally sample bulk email being sent from our software.
Violation of Surfacesoft SPAM policy will result in severe penalties. Upon notification of an alleged violation of our SPAM policy, Surfacesoft will initiate an immediate investigation (within 48 hours of notification). During the investigation, Surfacesoft may restrict customer access to the network to prevent further violations. If a customer is found to be in violation of our SPAM policy, Surfacesoft may, at its sole discretion, restrict, suspend or terminate customer’s account. Further, Surfacesoft reserves the right to pursue civil remedies for any costs associated with the investigation of a substantiated policy violation. Surfacesoft will notify law enforcement officials if the violation is believed to be a criminal offense.
First violations of this policy will result in an “Administrative Fee” of $250.00 and your account will be reviewed for possible immediate termination. A second violation will result in an “Administrative Fee” of $500.00 and immediate termination of your account. Users who violate this policy agree that in addition to these “Administrative” penalties, they will pay “Research Fees” not to exceed $175.00 per hour that Surfacesoft personnel must spend to investigate the matter.PLEASE, DO NOT SPAM from your account.
As our Customers are ultimately responsible for the actions of their clients over the Surfacesoft network, it is advisable that Customers develop a similar, or stricter, policy for their clients.
BEGINNING IMMEDIATELY, anyone using our application that support spammers or cause any of our IP space to be listed in any of the various Spam Databases will have their access immediately removed from our network. The access will not be granted until such time that you agree to remove ANY and ALL traces of the offending material immediately upon reconnection and agree to allow us access the application to confirm that all material has been COMPLETELY removed. Severe violations may result in immediate and permanent removal of the access from our network without notice to the customer. Any customer guilty of a violation WILL be immediately and permanently removed from our network without notice.
Service Level Agreement (“SLA”) governs the use of the Surfacesoft under the terms of the Surfacesoft Terms of Service (the “TOS”) between Surfacesoft, Inc. (“Surfacesoft”, “us” or “we”) and users of the Surfacesoft (“you” or “Customer”). You can get the full version of Surfacesoft SLA at: surfacesoft.com/sla
System and Network Security
Users are prohibited from violating or attempting to violate the security of the Surfacesoft Violations of system or network security may result in civil or criminal liability. Surfacesoft will investigate occurrences, which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations. These violations include, without limitation:
Accessing data not intended for such User or logging into a application or account, which such User is not authorized to access.
Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization.
Attempting to interfere with service to any user, host or network, including, without limitation, via means of overloading, “flooding”, “mail bombing” or “crashing”.
Forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting.
Taking any action in order to obtain services to which such User is not entitled.
Notification of Violation
Surfacesoft is under no duty to look at each customer’s or user’s activities to determine if a violation of the AUP has occurred, nor do we assume any responsibility through our AUP to monitor or police Internet-related activities.
Any User, which Surfacesoft determines to have violated any element of this Acceptable Use Policy, shall receive an email, warning them of the violation. The service may be subject at Surfacesoft discretion to a temporary suspension pending a User’s agreement in writing, to refrain from any further violations.
Users that Surfacesoft determines to have committed a second violation of any element of this Acceptable Use Policy shall be subject to immediate suspension or termination of service without further notice.
We reserve the right, to terminate the account and scheduled notification that involved in Spam or Denial-of-Service complaints if it is clear that the offending activity is causing great harm to parties online or offline. In certain rare cases, we may have to do this before attempting to contact you. If we do this, we will contact you as soon as is feasible.
Suspension of Service or Cancellation
Surfacesoft reserves the right to suspend network access to any customer if in the judgment of the Surfacesoft network administrators the customer’s application is the source or target of the violation of any of the other terms of the Aup or for any other reason which Surfacesoft chooses. If inappropriate activity is detected, all accounts of the Customer in question will be deactivated until an investigation is complete. Prior notification to the Customer is not assured. In extreme cases, law enforcement will be contacted regarding the activity. The customer will not be credited for the time the customer’s machines were suspended.
Surfacesoft wishes to emphasize that in agreeing to the Surfacesoft Acceptable Use Policy (AUP) and Terms of Service (ToS), customer indemnifies Surfacesoft for any violation of the Acceptable Use Policy (AUP) and Terms of Service (ToS) that results in loss to Surfacesoft or the bringing of any claim against Surfacesoft by any third-party. This means that if Surfacesoft is sued because of a customer’s or a customer of a customer’s activity, the customer will pay any damages awarded against Surfacesoft, plus all costs and attorney’s fees.
You must provide us with, and keep current, good contact information for you. E-mail, fax, and telephone contacts are used, in that order of preference.
A waiver by the Company of any breach of any provision of this Agreement by Subscriber shall not operate as or be construed as a continuing or subsequent waiver thereof or as a waiver of any breach of any other provision thereof.
Subscriber shall not transfer or assign this Agreement without the prior written consent of the Company. Company may assign Agreement at any time without consent from or notice to Subscriber. Company reserves right to cancel customers rights under this contract at any time without further obligation.
Surfacesoft takes no responsibility for any material input by others and not posted to the Surfacesoft application. Surfacesoft disclaims any responsibility for any such inappropriate use and any liability to any person or party for any other person or party’s violation of this policy.
Surfacesoft is not responsible for any damages your business may suffer. Surfacesoft does not make implied or written warranties for any of our services. Surfacesoft denies any warranty or merchantability for a specific purpose. This includes loss of data resulting from delays, non-deliveries, wrong delivery, and any and all service interruptions caused by Surfacesoft
Responsibility for Content
You, as Surfacesoft customer, are solely responsible for the content stored on and served by the Surfacesoft software or application.
Denial of Service
We reserve the right to refuse service to anyone at any time for any reason.
SURFACESOFT HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES RELATED TO THIRD-PARTY EQUIPMENT, MATERIAL, SERVICES, OR SOFTWARE. SURFACESOFT’S SERVICES AND PROPERTIES ARE PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE EXTENT SUCH DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
Exclusion of Damages; Limitation Of Liability
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL SURFACESOFT BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF SURFACESOFT HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL SURFACESOFT BE LIABLE TO CUSTOMER FOR ANY DIRECT DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER DURING THE TWELVE MONTHS PRECEDING THE INCIDENT OR CLAIM.
THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.
THE SURFACESOFT SERVICES ARE NOT INTENDED TO SUPPORT OR CARRY EMERGENCY CALLS TO ANY EMERGENCY SERVICES. NEITHER SURFACESOFT NOR ITS REPRESENTATIVES WILL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY CLAIM, DAMAGE, OR LOSS (AND CUSTOMER WILL HOLD SURFACESOFT HARMLESS AGAINST ANY AND ALL SUCH CLAIMS) ARISING FROM OR RELATING TO THE INABILITY TO USE THE SURFACESOFT SERVICES TO CONTACT EMERGENCY SERVICES.
This document was last updated on September 20, 2014