Terms and Conditions

The purpose of the Site, owned and operated by SurchSquad.com, LLC ("SurchSquad"), a Delaware corporation, is to provide marketing services which offer solutions to improve your search engine marketing campaigns (the "Services"). The Site is accessed by you ("User" or "you") under the following terms and conditions:

1. ACCESS TO THE SERVICES. Subject to the terms and conditions of this Agreement, SurchSquad may offer to provide the Services, as described more fully on the Site, and which are selected by you, solely for your own use, and not for the use or benefit of any third party. Services shall include, but not be limited to, any services SurchSquad performs for you, as well as the offering of any materials displayed or performed on the Site (including, but not limited to software, text, graphics, images, illustrations, audio clips and video clips, also known as the "Content") on the Site. SurchSquad may change, suspend or discontinue the Services including any Content for any reason, at any time, including the availability of any feature or content. SurchSquad may also impose limits on certain features and Services or restrict your access to parts or all of the Services without notice or liability. SurchSquad reserves the right, at its discretion, to modify this Agreement at any time by posting a notice on the Site, or by sending you a notice via e-mail or postal mail. You shall be responsible for reviewing and becoming familiar with any such modifications. Your use of the Services following such notification constitutes your acceptance of the terms and conditions of this Agreement as modified.

You certify to SurchSquad that if you are an individual (i.e., not a corporation) you are at least 18 years of age. You also certify that you are legally permitted to use the Services and access the Site, and take full responsibility for the selection and use of the Services and access of the Site. This Agreement is void where prohibited by law, and the right to access the Site and use the Services is revoked in such jurisdictions.

SurchSquad will use reasonable efforts to ensure that the Site and Services are available twenty-four hours a day, seven days a week. However, there will be occasions when the Site and/or Services will be interrupted for maintenance, upgrades and emergency repairs or due to failure of telecommunications links and equipment. Every reasonable step will be taken by SurchSquad to minimize such disruption where it is within SurchSquad's reasonable control. YOU AGREE THAT NEITHER SURCHSQUAD NOR THE SITE WILL BE LIABLE IN ANY EVENT TO YOU OR ANY OTHER PARTY FOR ANY SUSPENSION, MODIFICATION, DISCONTINUANCE OR LACK OF AVAILABILITY OF THE SITE, THE SERVICES, YOUR USER CONTENT (AS DEFINED HEREIN) OR OTHER CONTENT.

You shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access the Site or otherwise use the Services, including, without limitation, modems, hardware, software, and long distance or local telephone service. You shall be responsible for ensuring that such equipment or ancillary services are compatible with the Services.

2. SITE CONTENT. You may download or copy the Content, and other items displayed on the Site for download, solely as authorized on the Site and for personal use only, provided that you maintain all copyright and other notices contained in such Content. You shall not store any significant portion of any Content in any form. Copying or storing of any Content for other than personal, noncommercial use is expressly prohibited without prior written permission from SurchSquad, or from the copyright holder identified in such Content's copyright notice. All trademarks, service marks, and trade names which appear on the Site or in connection with the Services are proprietary to SurchSquad and/or third parties. You shall abide by all copyright notices, information, and restrictions contained in any Content accessed through the Services.

The Site is protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions, and other copyright laws. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as provided in this Section of this Agreement), create derivative works based on, distribute, perform, display, or in any way exploit, any of the Content, software, materials, or Services in whole or in part. You may not reproduce, reverse engineer, create derivatives works based on, reverse assemble or reverse compile, sell, lease, distribute, rent, assign, transfer, or modify any software on our Site.

Any comments, suggestions, or feedback relating to the Site or the Services (collectively "Feedback") submitted to SurchSquad shall become the property of SurchSquad or its designee. SurchSquad will not be required to treat any Feedback as confidential, and will not be liable for any ideas (including without limitation, product, Site, Services or advertising ideas) and will not incur any liability as a result of any similarities that may appear in our future Site, Services, or operations. Without limitation, SurchSquad will have exclusive ownership of all present and future existing rights to the Feedback of every kind and nature everywhere and will be entitled to use the Feedback for any commercial or other purpose whatsoever, without compensation to you or any other person sending the Feedback. You acknowledge that you are responsible for whatever material you submit, and you, not SurchSquad, have full responsibility for the message, including its legality, reliability, appropriateness, originality, and copyright.

3. RESTRICTIONS. You are responsible for all of your activity in connection with the Services and accessing the Site. You may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain account or private information from any SurchSquad user.

You shall not use any part of the Site or Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store material that is deemed threatening or obscene, or engage in any kind of illegal activity. You will not run Maillist, Listserv, any form of auto-responder, or spam on the Site, or any processes that run or are activated while you are not logged in.

4. WARRANTY DISCLAIMER. SurchSquad has no special relationship with or fiduciary duty to you. You acknowledge that SurchSquad has no control over, and no duty to take any action regarding: which users gain access to the Site or Services; what Content you access via the Site or Services; what effects the Site or Services may have on you; how you may interpret or use the Site or Services; or what actions you may take as a result of having been exposed to the Site or Services. You release SurchSquad from all liability for your having acquired or not acquired Content through the Site or Services. The Site or Services may contain, or direct you to sites containing, information that some people may find offensive or inappropriate. SurchSquad makes no representations concerning any content contained in or accessed through the Site or Services, and SurchSquad will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or Services. THE SERVICES, CONTENT, SITE AND ANY SOFTWARE ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

TO THE FULLEST EXTENT ALLOWED BY LAW, SURCHSQUAD DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, RELIABILITY, AVAILABILITY, COMPLETENESS, LEGALITY OR OPERABILITY OF THE MATERIAL OR SERVICES PROVIDED ON THIS SITE. BY USING THIS SITE, YOU ACKNOWLEDGE THAT SURCHSQUAD IS NOT RESPONSIBLE OR LIABLE FOR ANY HARM RESULTING FROM (1) USE OF THE SITE OR SERVICES; (2) DOWNLOADING INFORMATION CONTAINED ON THE SITE; (3) UNAUTHORIZED DISCLOSURE OF IMAGES, INFORMATION OR DATA THAT RESULTS FROM THE UPLOAD, DOWNLOAD OR STORAGE OF CONTENT POSTED BY USERS; (4) THE TEMPORARY OR PERMANENT INABILITY TO ACCESS OR RETRIEVE ANY CONTENT FROM THE SITE, INCLUDING, WITHOUT LIMITATION, HARM CAUSED BY VIRUSES, WORMS, TROJAN HORSES, OR ANY SIMILAR CONTAMINATION OR DESTRUCTIVE PROGRAM; (5) CONTENT POSTED IN ANY COMMUNITY AREA OF THE SITE; AND (6) UNAUTHORIZED DISCLOSURE OF IMAGES, INFORMATION OR DATA THAT RESULTS FROM THE UPLOAD, DOWNLOAD OR STORAGE OF POSTED CONTENT.

5. THIRD PARTY WEBSITES. Users of the Site may gain access from the Site to third party sites on the Internet through hypertext or other computer links on the Site. Third party sites are not within the supervision or control of SurchSquad or the Site. Unless explicitly otherwise provided, neither SurchSquad nor the Site make any representation or warranty whatsoever about any third party site that is linked to the Site, or endorse the products or services offered on such site. SurchSquad and the Site disclaim: (a) all responsibility and liability for content on third party websites and (b) any representations or warranties as to (i) the security of any information (including, without limitation, credit card and other personal information) you might be requested to give any third party, and (ii) the functionality of third party sites if you export information onto them. You hereby irrevocably waive any claim against the Site or SurchSquad with respect to such sites and third party content.

6. REGISTRATION AND SECURITY. As a condition to using Services, you may be required to register with SurchSquad and select a password and username. You shall provide SurchSquad with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your account. You may not (i) select or use as your username a name of another person with the intent to impersonate that person; or (ii) use as your username a name subject to any rights of a person other than you without appropriate authorization. SurchSquad reserves the right to refuse registration of, or cancel a username in its discretion. You shall be responsible for maintaining the confidentiality of your SurchSquad password.

You hereby irrevocably authorize SurchSquad to disclose your personally identifiable information at the request of any state or federal agency or in response to any judicial process (including, without limitation, a subpoena).

7.INDEMNITY. You will indemnify and hold SurchSquad, its director, officers and employees, harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of your access to the Site, use of the Services, your violation of this Agreement, or your infringement, or the infringement by any third party using your account, of any intellectual property or other right of any person or entity.

8. LIMITATION OF LIABILITY. IN NO EVENT SHALL SURCHSQUAD, ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, MEMBERS OR AGENTS BE LIABLE WITH RESPECT TO THE SITE OR THE SERVICES FOR (A) ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (B) DAMAGES FOR LOSS OF USE, PROFITS, DATA, IMAGES, USER CONTENT OR OTHER INTANGIBLES; OR (C) DAMAGES FOR UNAUTHORIZED USE, NON-PERFORMANCE OF THE SITE, ERRORS OR OMISSIONS. SURCHSQUAD'S AND THE SITE'S COLLECTIVE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THREE HUNDRED UNITED STATES DOLLARS. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO USER.

9. TERMINATION. Either party may terminate the Services at any time by notifying the other party by any means. SurchSquad may also terminate or suspend any and all Services and access to the Site immediately, without prior notice or liability, if you breach any of the terms or conditions of this Agreement. Any fees paid hereunder are non-refundable. Upon termination of your account, your right to use the Services, access the Site and any Content will immediately cease. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

10. PRIVACY. Please review our <Privacy Policy>, which governs the use of personal information on the Site and while using the Services and to which you agree to be bound as a user of the Site and Services.

11. MISCELLANEOUS. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. SurchSquad shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond SurchSquad's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by you except with SurchSquad's prior written consent. SurchSquad may transfer, assign or delegate this Agreement and its rights and obligations without consent. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflict of laws provisions thereof. Both parties agree that this Agreement (including the Privacy Policy) is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind SurchSquad in any respect whatsoever. Any notice to the Site that is required or permitted by this Agreement shall be in writing and shall be deemed effective upon receipt, when sent by confirmed e-mail to cs@surchsquad.com when delivered in person by nationally recognized overnight courier or mailed by first class, registered or certified mail, postage prepaid, to SurchSquad.com, LLC, 211 W. 56th St., Suite 31H, New York, NY 10019Attn: Legal Dept.
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