Terms of Service

End-User License Agreement

This End-User License Agreement (the “Agreement”, or "EULA") is a legally binding agreement between Surf AI Inc., on its own behalf and on behalf of its affiliates (collectively, “Surf”), and the individual or the entity that executes or accepts this agreement, whether by an order form, quote, purchase order, statement of work, or similar ordering document (each, an “Order”) referencing this EULA, or by clicking “Accept” (or a similar button or mechanism) to accept this Agreement (in each case, the “Customer” or “you”). The “Effective Date” means the date specified in the applicable Order.

This Agreement governs Customer’s access to and use of Surf's operations platform, including any related software made available by Surf as part of the Service (the “Software”), and its interfaces, dashboards, APIs, AI agents (including any agent "squads"), and connectors (if any), and Related Documentation (collectively, the “Service”). “Related Documentation” means Surf's then-current technical documentation for the Service (e.g., user guides, configuration instructions, API documentation, and release notes). By clicking “Accept” (or a similar button), or by accessing or using the Service, you acknowledge that you have read and understood this Agreement and agree to be bound by its terms. If you are accepting this Agreement on behalf of an entity, you represent and warrant that you have the authority to bind that entity, and references to “Customer” and “you” will refer to that entity. If you do not agree to this Agreement, do not click “Accept” and do not access or use the Service.

1. License 

Surf hereby grants you a limited, non-transferable, non-exclusive, non-sublicensable, revocable, and temporary license during the Term to access and use the Service solely for Customer's internal business purposes, or as otherwise specified in the applicable Order (the “License”). Except for the limited rights expressly granted, Surf reserves all rights, title, and interest in and to the Service and all related intellectual property. Customer shall be fully responsible and liable for any breach of this Agreement by any permitted user authorized to access and use the Service on its behalf.

2. Restrictions

Customer shall not, and shall not encourage or permit any third party to: (a) alter, merge, adapt, modify, translate, reverse engineer, decompile, disassemble, or otherwise derive, or attempt to derive, the source code of the Service or any Software made available through or in connection with the Service; (b) modify, translate, adapt, or create derivative works of the Service; (c) access or use the Service to build, benchmark, develop, or support any competing or substantially similar product or service; (d) copy, sell, rent, lease, transfer, sublicense, distribute, time-share, or otherwise make the Service available to any third party; (e) bypass, work around, or disable any technical limitations, security features, or access controls, or interfere with the integrity or performance of the Service; (f) remove or alter any proprietary notices or labels; (g) use the Service for any purpose other than as expressly permitted under this Agreement; or (h) use the Service in violation of any applicable law.

3. Customer Data

Service Outputs. As between the parties, you retain all rights, title, and interest in and to the data you submit or give access to the Service or that the Service processes on your behalf in connection with your use of the Service (“Customer Data”). Surf may process Customer Data solely to provide, secure, support, maintain, and improve the Service and as otherwise necessary to perform its obligations under this Agreement, and shall not use Customer Data for any other purpose except as permitted by applicable law. Notwithstanding the foregoing, Surf retains all rights, title, and interest in and to any technical logs, configuration data, device and security signals, and other usage information and derived data, including  any recommendations, suggested campaigns, and proposed policy enforcement actions generated by or through the Service (collectively, “Service Outputs”). Surf may collect, use, host, store, transmit, disclose (to Surf's service providers acting on Surf's behalf), and otherwise process Service Outputs for any lawful purpose, including to provide, secure, support, maintain, and improve the Service, for analytics, benchmarking, product development, and for the proper management and administration of Surf’s business. Where required by applicable law, Surf will handle personal data in accordance with applicable law and as described in Surf’s Privacy Policy here https://www.surf.ai/privacy .

4. Feedback

If you provide ideas, suggestions, or feedback regarding the Service (“Feedback”), any such Feedback, and all improvements, enhancements, modifications, developments, and derivative works based on, derived from, or incorporating Feedback, are and shall be Surf’s sole intellectual property, and Surf will own all right, title, and interest therein. To the extent any rights in any Feedback vest in you, you hereby irrevocably assign (and agree to assign) to Surf all right, title, and interest in and to such Feedback and related rights, without additional consideration.

5. Title

Surf retains all rights, title, and interest in and to the Service, Software, and any related materials and documentation, Service Outputs, and the Confidential Information, including all intellectual property rights therein. Without limiting the foregoing, Surf owns all derivatives, fixes, improvements, modifications, results, Feedback, and suggestions to or in connection with the Service, Software, or any related materials, made during, after, in connection with, or as a result of this Agreement or the Confidential Information.

6. Confidentiality

“Confidential Information” means: (i) the Service, Software, and any related materials made available by Surf, and any accompanying or Related Documentation; (ii) any Feedback from Customer relating to the Confidential Information; and (iii) any information (whether tangible, oral, electronic or in any other form or media) that is designated as confidential or that Customer should reasonably understand to be confidential given the nature of the information and the circumstances of disclosure. Customer will keep confidential the Confidential Information using at least the same degree of care as it uses for its own confidential information, but in any event no less than reasonable care, and shall not disclose the Confidential Information to any third party, except, on a need-to-know basis, to Customer’s employees and contractors who are bound by confidentiality obligations at least as protective as those set forth herein.

7. Payment

Unless otherwise specified in an Order, the fees for the Service will be as set forth in the applicable Order. The Service may be provided free of charge solely during a limited proof-of-value, pilot, or evaluation period (“POV”), if and to the extent expressly agreed in an Order. Following the POV period (or if usage exceeds any POV limits), the Service will be charged in accordance with the applicable Order. Fees are exclusive of all applicable taxes (including sales, use, VAT, GST and similar transaction taxes), which Customer will pay. If Customer is required to withhold any taxes from payments to Surf, Customer will gross up the payment so Surf receives the full invoiced amount and will provide documentation of the withholding. Overdue amounts will accrue interest at 1.5% per month (or the maximum rate permitted by law, if lower) from the due date until paid. If you do not agree with the applicable fees, your sole remedy is to discontinue use of the Service and terminate this Agreement in accordance with Section 8.

8. Terms and Termination

The term of this Agreement shall be as of the Effective Date and for the period specified in the applicable Order. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and does not cure such breach within 30 days after written notice thereof, or on immediate notice in the event of the other party’s insolvency, making an assignment for the benefit of creditors, or ceasing to do business. Surf may suspend Customer's access to or use of the Service, in whole or in part, immediately upon notice if Surf reasonably believes that Customer's use violates this Agreement, poses a security risk, may harm the Service or any third party, or if Customer fails to pay undisputed fees when due. Immediately following termination, Customer shall cease all access to and use of the Service in accordance with Surf’s reasonable instructions. Upon termination of this Agreement, the Customer shall destroy all copies of the Software and Related Documentation in its possession or control, and shall delete or uninstall any Software, including all related components. Customer shall not be entitled to any refund, except to the extent expressly provided in an applicable Order. The provisions of Sections 3 and 5-13 and 15 of this Agreement shall survive termination.

9. Limitation of Liability

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE SERVICE MAY BE PROVIDED IN A BETA, PILOT, PRE-RELEASE, EVALUATION VERSION OR COMMERCIAL VERSION. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SURF DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SURF DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT IT WILL DETECT OR PREVENT ALL SECURITY EVENTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SURFSHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, OR DATA ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SURF’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE SHALL NOT EXCEED (A) THE AMOUNTS PAID BY CUSTOMER FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) IF NO AMOUNTS WERE PAID, $1,000 (ONE THOUSAND DOLLARS).

10. Open Source

The Service may include third party open-source components subject to their applicable license terms, which will be provided upon request. In the event of a conflict, such license terms will prevail with respect to the applicable components.

11. Third Party Sources

The Service may enable you to view, access, link to, and use content, data, services, websites, applications, or other materials from third parties that are not owned or controlled by Surf (collectively, “Third Party Content”). The Service may also enable you to communicate and interact with such third parties. “Third Party Source(s)” means: (i) third party websites and services; and (ii) Surf’s partners and customers.

Surf does not control and is not responsible for any Third Party Sources or Third Party Content, including their availability, accuracy, legality, security, or any products or services provided by them. Your access to and use of Third Party Sources and Third Party Content is at your sole risk and may be subject to additional terms imposed by the applicable Third Party Source. Surf makes no warranties and assumes no liability arising from or relating to Third Party Sources or Third Party Content.

The Service may utilize third party AI or language-generation services. Your use of such features is subject to the applicable third party terms, and you agree not to use the Service in a manner that violates such terms or applicable policies. These tools may include the following:

a)      OpenAi. The Service may utilize OpenAI services as a language-generation model and when using the Service, Customer is subject to all relevant OpenAI policies, including without limitation, the OpenAI Terms of Use (found here: https://openai.com/policies/aug-2023-business-terms/).

b)     Anthropic. The Service may utilize Anthropic's services, and therefore when using the Service, Customer is subject to all relevant Anthropic policies, including without limitation, the Commercial Terms of Service (found here: https://www.anthropic.com/legal/commercial-terms).

c)      Google Gemini API. The Service may also utilize Google Gemini API, and Customer will be subject all relevant Google terms, including without limitation the Terms of Service and Gemini API Additional Terms of Service (found here: https://developers.google.com/terms and https://ai.google.dev/gemini-api/terms)

12.            User Content. You may provide input to the Services (“Input”), and receive output from the services based on the Input (“Output”), and together the Input and Output are the “User Content”. As between the parties and to the extent permitted under applicable law, you (a) retain all ownership rights in and to the Input, and own all Output. We hereby assign to you all our right, title and interest, where relevant, in and to the Output. 

To the maximum extent permitted by law, Surf shall have no liability to you with respect to the User Content, including, without limitation, liability with respect to: (i) any information (including your confidential information) contained in or apparent from any User Content; and/or (ii) any copyright infringement claim or another infringement claim by a third party in relation to or in connection with the User Content. Customer shall indemnify, defend, and hold harmless Surf and its affiliates from and against any losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any breach by Customer of the foregoing representations, warranties, and covenants.

You warrant, represent and covenant that: (i) you own or have a valid and enforceable license and all the necessary rights to use, submit or transmit all Input and use the Service; (ii) that no User Content infringes, misappropriates or violates or will infringe, misappropriate or violate, the rights (including, without limitation, any copyrights or other intellectual property rights) of any person or entity or any applicable law, rule or regulation of any government authority of competent jurisdiction; (iii) you shall not disseminate or distribute the User Content in breach of any applicable law or third party's intellectual property rights or other rights.

You hereby grant to Surf and its affiliates a worldwide, non-exclusive, royalty-free, paid-up, sublicensable (through multiple tiers, such as to Surf's vendors and service providers, as well as to third party service providers engaged by Surf in the provision of the Service), irrevocable right and license to copy, process, create derivative works of, modify, adapt, and otherwise use User Content (in any media, now known or hereafter developed) on a perpetual basis, and provided the User Content is anonymized, de-identified or pseudonymized, for the purpose of generally enhancing our products and services (such as developing new features and functionalities). Customer acknowledges and agrees that Surf's use of User Content in anonymized, de-identified, or pseudonymized form as permitted under this Agreement will not give rise to any claim by Customer, and Customer hereby waives any such claims to the fullest extent permitted by applicable law.

13. Output Responsibility

Customer acknowledges and agrees that artificial intelligence and machine learning are rapidly evolving fields, and that, given the probabilistic nature of artificial intelligence and machine learning, use of the Service may in some situations result in incorrect Output and/or the Output may not be unique across users and the Service may generate the same or similar Output for different users of the Service. Customer is solely responsible and liable for evaluating and verifying (including without limitation by human review) the Output as being suitable and appropriate for Customer's use. Surf recommends that Customer carefully reviews, and vets the Output before use or other implementation. In addition, Customer shall not engage in any automatic decision-making (including, without limitation, profiling), or rely upon Output in isolation to make a decision, relating to any person, which has a legal effect or a similarly significant effect on that person.

14. Assignment

You may not assign this Agreement without Surf’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. Surf may assign this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets, provided that the assignee assumes Surf's obligations under this Agreement.

15. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. The parties hereby submit to the exclusive jurisdiction of the competent courts located in Delaware, US.

16. Export Control

Customer shall not access, use, export, re-export, transfer, or make available the Service in violation of any applicable export control, sanctions, or trade laws or regulations. Customer represents and warrants that it is not located in, organized under the laws of, or ordinarily resident in any prohibited jurisdiction, and is not identified on any applicable restricted party list.

17. Updates; Prevailing Terms

Surf may update this Agreement from time to time by posting an updated version online and providing notice (including by email and/or in-product notice). The version posted online will be the binding version from its posting date and will apply to Customer’s continued use of the Service thereafter. In the event of a conflict between an Order and this Agreement, this Agreement will control unless the Order expressly states that it supersedes specific provisions of this Agreement.

18. Publicity

Surf may use Customer’s name and logo on its website and in its promotional materials to state that Customer is user of the Service.

19. Force Majeure

Surf will not be liable for any delay or failure to provide the Services resulting from circumstances or causes beyond the reasonable control of Surf including, but not limited to on account of strikes, shortages, riots, insurrection, fires, flood, storms, explosions, acts of God, war, government or quasi-governmental authorities actions, riot, acts of terrorism, earthquakes, explosions, power outages, pandemic or epidemic (or similar regional health crisis), or any other cause that is beyond the reasonable control of Surf.

20. Entire agreement

This Agreement and any applicable Order or POV are the entire agreement regarding the Service and supersede prior or contemporaneous understandings on the subject. If any provision is unenforceable, the remaining provisions remain in effect.