Terms of Service

Last Updated: January 1, 2025
Effective Date: January 1, 2025

These Terms of Service (“ToS”) govern your access to and use of the SurgePoint platform, including any related services, websites, or applications (collectively, the “Platform”). Please read these ToS carefully before using our services. By creating an account, accessing, or using the Platform, you agree to be bound by these ToS. If you do not agree with any part of these ToS, you must not use the Platform.

1. Introduction

1.1. Agreement
These ToS form a legally binding agreement between SurgePoint (“Company,” “we,” “us,” or “our”) and you or the entity you represent (“you,” “your,” or “user”). Your use of the Platform constitutes your acceptance of these ToS.

1.2. Effective Date
This version of the ToS is effective as of the date stated above. We reserve the right to update these ToS at any time, as outlined in Section 14 (Modifications to the ToS).

1.3. Scope
These ToS apply to all business entities or individuals who use the Platform for commercial purposes and any authorized users acting on their behalf.

2. Eligibility

2.1. Business and Age Requirements
The Platform is intended for business entities or individuals who are at least 18 years old (or the age of majority in your jurisdiction, if older). By using the Platform, you represent and warrant that you meet these requirements.

2.2. Authority to Bind
If you use the Platform on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to these ToS.

3. Account Registration and Responsibilities

3.1. Account Creation
To access certain features of the Platform, you must create an account. You agree to provide accurate, current, and complete information during registration and to update such information as needed to maintain its accuracy.

3.2. Confidentiality of Credentials
You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You must notify us immediately if you suspect any unauthorized use of your account.

3.3. Account Suspension or Termination
We reserve the right to suspend or terminate your account at our discretion if we determine that you have violated these ToS or engaged in any activity that disrupts or harms the Platform, other users, or our operations.

4. Services Provided

4.1. Core Functionality
SurgePoint provides tools to help businesses streamline the process of requesting, collecting, and managing customer reviews, including but not limited to:

• Automated review requests (via email, SMS, or other channels).
• Aggregated review management and analytics.
• Sentiment analysis and actionable insights.
• Referral and incentive programs, where applicable.

4.2. Service Limitations

• Certain features may depend on third-party integrations (e.g., Google My Business, Yelp) and may be subject to the availability or functionality of those services.
• We may occasionally offer beta features or pilot programs that are subject to additional terms or limitations.

5. Acceptable Use

5.1. Prohibited Activities
You agree not to:

• Access or attempt to access the Platform by any means other than our publicly supported interfaces.
• Use the Platform to send spam, unsolicited messages, or deceptive review requests.
• Use the Platform for any illegal, harmful, or fraudulent purposes.
• Engage in unauthorized or automated data scraping or harvesting.
• Interfere with or disrupt the integrity or performance of the Platform or related systems.

5.2. Compliance with Laws
You must comply with all applicable local, state, national, and international laws and regulations, including but not limited to data protection laws (e.g., GDPR, CCPA), CAN-SPAM, consumer protection regulations, and more.

6. Fees and Payment Terms

6.1. Subscription Plans
Access to the Platform may require you to purchase a subscription. Subscription fees, billing frequency, and accepted payment methods will be detailed on our website or in your account settings.

6.2. Billing and Refunds
By providing payment information, you authorize SurgePoint (or our designated payment processor) to charge the applicable subscription fees. All fees are non-refundable unless otherwise specified in writing or required by law.

6.3. Late Payments and Non-Payment
If your payment is declined or overdue, we reserve the right to suspend or terminate your access to the Platform until the outstanding balance is paid. Unresolved payment issues may be referred to external collection agencies.

7. Data Ownership and Privacy

7.1. User Data
You retain all rights to the data you upload or submit to the Platform, including customer information, reviews, and other content (“User Data”).

7.2. License to Process Data
By using the Platform, you grant us a non-exclusive, worldwide, royalty-free license to process, store, and transmit User Data for the purpose of providing the services (e.g., sending automated review requests, generating analytics).

7.3. Privacy Policy
Our collection, use, and disclosure of personal information are governed by our Privacy Policy, which is incorporated herein by reference. Please review our Privacy Policy to understand our data handling practices.

8. Intellectual Property

8.1. SurgePoint IP
All intellectual property rights in and to the Platform, including software, design, text, graphics, interfaces, logos, and trademarks, are owned by SurgePoint or our licensors. Nothing in these ToS transfers ownership of any SurgePoint intellectual property to you.

8.2. Restrictions
You may not:

• Copy, reproduce, modify, distribute, or create derivative works of the Platform.
• Reverse-engineer or attempt to extract the source code of our software, unless expressly permitted by applicable law.
• Use any of our trademarks or service marks without prior written permission.

9. Third-Party Services and Integrations

9.1. Integration with External Platforms
SurgePoint may integrate with third-party services such as Google My Business, Yelp, or others. Your use of these services is subject to their own terms and conditions.

9.2. Disclaimer of Liability
We are not responsible for any third-party platforms’ availability, functionality, terms, or practices. Your data shared with such third-party services is governed by their respective privacy policies and terms.

10. Termination

10.1. Termination by You
You may terminate this agreement at any time by requesting that we close your account. Upon termination, you will cease all use of the Platform and remain liable for any unpaid fees incurred.

10.2. Termination by SurgePoint
We may terminate or suspend your account with immediate effect if you violate these ToS, fail to pay fees, or if we reasonably believe termination is necessary to protect our interests or those of other users.

10.3. Effects of Termination
Upon termination, your right to access the Platform will immediately cease. We will delete or securely store your User Data according to our data retention policies and applicable law.

11. Limitation of Liability

11.1. No Guarantee of Availability
The Platform is provided on an “as-is” and “as-available” basis. We make no guarantees regarding uptime, performance, or error-free operation.

11.2. Liability Limits
To the maximum extent permitted by law, SurgePoint and its officers, employees, or affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost data, or business interruption, arising from or related to your use of the Platform.

11.3. Disclaimer of Warranties
We disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

12. Indemnification

You agree to indemnify, defend, and hold harmless SurgePoint, its affiliates, and their respective officers, agents, employees, and contractors from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt (including reasonable attorneys’ fees) arising out of or related to:

• Your misuse of the Platform.
• Your violation of these ToS or applicable laws.
• Any disputes arising from User Data you upload or submit.

13. Dispute Resolution

13.1. Governing Law
These ToS and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of laws principles.

13.2. Arbitration
Where permitted by law, you agree that any disputes arising under these ToS will be submitted to confidential binding arbitration in [County], California. You agree to waive any right to a trial by jury.

13.3. Billing Disputes
For billing-related disputes, please contact us at [billing@surgepoint.com]. We will work in good faith to resolve any payment issues.

14. Modifications to the ToS

We reserve the right to modify these ToS at any time. When we do so, we will post the updated version on our website with a new “Last Updated” date. If changes are material, we will provide additional notice (e.g., email notification or platform alert). Your continued use of the Platform after the effective date of any modified ToS constitutes your acceptance of the updated terms.

15. Miscellaneous

15.1. Force Majeure
SurgePoint will not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, governmental orders, or other force majeure events.

15.2. Assignment
We may assign or transfer our rights and obligations under these ToS, in whole or in part, in connection with a merger, acquisition, sale of assets, or by operation of law. You may not assign these ToS without our prior written consent.

15.3. Severability
If any provision of these ToS is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15.4. Entire Agreement
These ToS, together with our Privacy Policy and any other agreements referenced herein, constitute the entire agreement between you and SurgePoint regarding your use of the Platform, superseding all prior negotiations, discussions, or agreements.

16. Contact Information

If you have any questions or concerns regarding these ToS or need to resolve a dispute, please contact us at:

SurgePoint
Email: support@thesurgepoint.com

Thank you for using SurgePoint. By continuing to access and use our Platform, you acknowledge that you have read, understood, and agree to abide by these Terms of Service.