Terms of Service
(Last Rev. 02/24/2026)

Thank you for making SurpassHosting.com, LLC. (hereafter referred to as "Surpass," "we," "us," or "our") your internet infrastructure partner!

These Terms of Service ("Terms" or "Agreement"), including the Order Confirmation(s) issued hereunder and which by this reference is/are incorporated herein, as well as our Acceptable Use Policy ("AUP"), Privacy Policy, Service Level Agreement ("SLA"), and Resource Abuse Policy ("RAP"), are a binding agreement between Surpass and the individual or entity to whom we have assigned a Client ID (hereafter referred to as "Client," "you," or "your"), and governs the services as described on our website (the "Services").

THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.

BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THIS WEBSITE OR BY REQUESTING A CLIENT ID, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS.

YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU (a) DO NOT AGREE TO THESE TERMS, (b) ARE NOT THE OLDER OF (i) AT LEAST EIGHTEEN (18) YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH SurpassHosting.com, LLC., OR (c) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE'S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE.

The effective date of these Terms is the date we assign you a Client ID (the "Effective Date").

These Terms are subject to change by Surpass without prior written notice at any time, in our sole discretion. Any changes to the Terms will be in effect as of the "Last Revised" date referenced on the Website. You should review these Terms before purchasing any product or services that are available through this Site. Your continued use of this Site after the " Last Revised " will constitute your acceptance of and agreement to such changes. Surpass will provide you with notice before any modification to the Terms but may make modifications at any time without notification if Surpass determines in its sole discretion that such modifications are necessary. If Surpass makes a change to these Terms that you do not agree to, you may terminate these Terms and your use of the Services without penalty by providing written notice of your desire to terminate within thirty (30) days following our notification to you of the changes to these Terms. After that time, you will have been deemed to have accepted the modifications to the Terms.

1. THE SERVICES.

1.1.     Order Acceptance and Cancellation. You agree that your order is an offer to buy, under this Terms, all Services listed in your order. We provide two ways for you to purchase our Services: (i) through our website; or, (ii) by opening a ticket to purchase additional Services (the "Ordering Process"). All order must be accepted by us, or we will not be obligated to sell the products or services to you. We may choose not to accept orders in our sole discretion, and may elect to cancel an order even after we send you a confirmation email with your Client ID and details of the Services you have ordered. We use fraud detection programs. If during the Ordering Process your order is flagged as potentially fraudulent, it may not be processed. Until we notify you that the Service is available, you should not assume that your order has been processed.

1.1.1. Descriptions of the features, characteristics, and limitations of the Services we offer are set out on our website. Subject to your compliance with these Terms and payment of the Fees, during the Term we will provide the Services to you, as they are described on our website as of the Effective Date. In the event these features or characteristics change after the Effective Date, we are not obligated to modify your Services to reflect these changes. If Surpass modifies your Services to reflect the changes, and you agree to purchase them, the Fee may change. We may make changes to these Services if a supplier makes components unavailable, cost prohibitive, if a beta period ends, or at any time effective on the end of the term of a particular Service. When you place an order for the Services using Ordering Process, you agree to purchase the Services selected by you during the Term.

1.1.2. Unless expressly set out during the Ordering Process, the Services may be provided from any of our facilities. Except as set forth during the Ordering Process, you will have no ownership right in the facilities, or in any hardware, software, or components related to the Services and owned by Surpass. By placing an Order, you will only have the limited right to use the Services reflected in your Order.

1.1.3. We may decline to accept a request for Service if we determine that we require the facilities for other needs. Should operational needs require us to restrict or allocate Services among customers because of a shortage of facilities or causes beyond our control, we may do so without breaching these Terms.

1.2.     Client's Obligations.

1.2.1. The individual or entity set out in our records is the only person or entity authorized to access the Services. It is your responsibility to secure passwords and other access methods used to access the Services. You may not sell or transfer them to any other person or entity or otherwise permit any other person or entity from accessing the Services using your account information and password. You agree to promptly notify us about any unauthorized access to your passwords or access credentials. You are responsible for ensuring that anyone authorized to access the Services using your account information and password complies with all applicable laws, rules, and regulations and the terms of this Agreement, including our AUP, Privacy Policy, RAP, and any other applicable agreement or policy incorporated herein by reference. You are responsible and liable for all uses of the Services from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of authorized users, and any act or omission by an authorized user that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall use reasonable efforts to make all authorized users aware of this Agreement's provisions as applicable to such authorized user's use of the Services (including your customers) and shall cause authorized users to comply with such provisions. If you administer an account on behalf of another party, you warrant that you will administer that account in good faith and you agree to defend, indemnify, and hold harmless Surpass and its officers, directors, employees, agents, successors, and permitted assigns (the "Surpass Indemnitees") from and against all losses, damages, liabilities, deficiencies, actions, judgements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers ("Losses") arising out of or resulting from any third-party claim, suit, action, or proceeding (each, an "Action") arising out of or resulting from: (i) your administration of such party's account; (ii) your and your employees' and contractors' fraud, gross negligence, and intentional misconduct; (iii) your breach of your obligations under this Agreement; and, (iv) your breach of your obligations under any agreement with any third party related in any way with your use of the Services.

1.2.2. If you resell the Service, or incorporate the Service into your own services, you are responsible for determining whether the Service will be appropriate for your customers ("End Users") and for ensuring that they do not engage in any activity which would breach or cause you to breach these Terms. It is your obligation to ensure that the Services are used in compliance with these Terms, our AUP, Privacy Policy, RAP, and any other applicable agreement or policy incorporated herein by reference. Accordingly, Client agrees that it shall ensure all of its contracts with End Users contain provisions at least as restrictive as those contained herein and otherwise required the End Users' compliance with the obligations these Terms, the AUP, Privacy Policy, RAP, and all other applicable policies incorporated herein by reference. Any activity by an End User that would constitute a breach of these Terms by Client if such activity were undertaken by Client shall be treated as a breach by Client. Your End Users are not third-party beneficiaries to these Terms, and you agree to indemnify, defend, and hold harmless the Surpass Indemnitees for any and all Claims of any kind brought by your End Users made against us and any and all Losses suffered by us arising out of or related to such Claims. Unless expressly set out during the Ordering Process, we have no obligation to provide support to End Users. If we cease providing the Service to you, for any reason, you are solely responsible for securing replacement services for your End Users and you agree to indemnify, defend, and hold harmless the Surpass Indemnitees from any and all Claims and Losses arising out of or related to such cessation of Services.

1.2.3. You must provide Surpass with all information, access, and full good faith cooperation, including, if required, with your third-party vendors, reasonably necessary to enable Surpass to deliver the Services. We will rely on the information you provide us. It is your obligation to keep this information up to date. We have no liability if communications are delayed, or not delivered, because of any inaccuracies in this information as provided by you or your failure to keep this information up to date. You agree that we may provide you with information that may negatively affect you by email. Please ensure that the email address you provide to us is configured in a way so that information from us is not rejected or marked as SPAM.

1.2.4. All software, hardware, and some systems have a defined support lifetime ("End of Life"). Client may only use software, hardware, and systems that are currently supported by their manufacturers, including those that may have initially been provided by Surpass in conjunction with the Services (for example, an operating system on a purchased server). Prior to these items reaching their End of Life, it is your responsibility to upgrade to an item supported by its manufacturer. Surpass has no responsibility to support End of Life items and you agree to defend, indemnify, and hold harmless the Surpass Indemnitees from any and all Claims and Losses arising out of or related to such End of Life items and your use thereof.

1.2.5. It is your obligation to back up your data. If the Services include backup services, these are provided as a supplement to your own backup efforts. Because no backup method is failsafe, we make no warranties regarding the thoroughness of our backup solution. If your data is restored from backup, it will be restored in the manner it is stored by us. This may not include formatting and other elements necessary to make the restored data available on the internet, or in the form originally transmitted to us. We are not obligated to restore the data in that format.

1.2.6. Should you acquire any Microsoft software product(s) through Surpass, you acknowledge and agree that the following agreement (the "Microsoft EULA") applies to and is binding on you: https://www.hostdime.com/pdfs/support/legal/microsoft_end_user_license_terms.pdf. You agree to indemnify, defend, and hold harmless the Surpass Indemnitees from any and all Claims and Losses arising out of or related to your breach of the Microsoft EULA or any other agreement related to the acquired Microsoft software product(s).

1.3. Client's Acts or Omissions. If Surpass's performance of its obligations under this Agreement is prevented or delayed by any act or omission of Client or its agents, subcontractors, consultants, or employees, Surpass shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any Losses sustained or incurred by Client, in each case, to the extent arising directly or indirectly from such prevention or delay.

1.4. Surpass's Obligations.

1.4.1. We agree to use commercially reasonable efforts to provide Client with the Services according and subject to the terms of these Terms and all agreements incorporated by reference including, without limitation, the SLA.

1.4.2. In connection with the Services during the Term, we will provide, at no additional cost to you, one primary IP address by default, which will be subject to change at any time. Surpass shall maintain and control ownership of all IP numbers and addresses that may be assigned to you by us and we reserve, in our sole discretion, the right to change or remove any and all such IP numbers and addresses; provided, however, that (i) we will provide you with at least thirty (30) days' prior written notice of any such change or removal; and, (ii) you agree to provide Surpass with all reasonably requested assistance to effect any such change or removal. Surpass is required by ARIN (American Registry for Internet Numbers) to document on a "whois" server which entity is using the IP space. If you are assigned a static IP address, you consent to Surpass's inclusion of your name, company name if a business, postal address, e-mail address, IP address, and telephone number in such "whois" server.

1.5. Additional Terms Applicable to Shared, Dedicated, and Cloud Services:

1.6. Additional Terms Applicable to Colocation Services.

1.6.1. When you purchase colocation Services from us, you are given a license (but not any other property rights) to occupy, access, and use certain designated space (the "Space") within a Surpass data center (the "Facility"), as more particularly described during the Ordering Process and as otherwise in compliance with our various access and security rules in effect and as may be amended from time-to-time. You may use the Space to co-locate hardware, software, and other equipment owned, licensed, or leased by you or your designees, and utilized by you to receive the Services (collectively, "Client-Provided Equipment"). Surpass may terminate this Agreement if upon inspection we determine that your equipment is not installed or maintained in accordance with this Agreement, and if such a failure does not endanger our facilities, you have not corrected this deficiency within ten (10) days of our notice to you.

1.6.2. Surpass shall perform such environmental systems and power plant maintenance and janitorial and other services as are reasonably required to maintain the Facility and Space in good condition suitable for the placement of the Client-Provided Equipment. The Space shall be delivered and accepted "as-is." The Facility will be monitored twenty-four (24) hours per day, seven (7) days per week with card key access and conditioned power using UPS systems with back-up power generator capability.

1.6.3. You may occupy the Space and, at your sole expense, place Client-Provided Equipment in the Space. You may not sublicense, sublet, rent, sell, or otherwise assign or transfer any of your use, occupancy, or other rights in, or otherwise grant access to, the Space to any third party without our prior written consent, which consent may be withheld in our sole discretion. Prior to accessing the Space for any purpose, you shall provide Surpass (and shall keep up to date) a list of your employees, agents, and contractors who will be entering the Facility on your behalf ("Invitees"). Invitees may access the Space at any time upon reasonable advance notice to Surpass, and according to its requirements for appropriate behavior. You are responsible for the acts of your Invitees.

1.6.4. Client-Provided Equipment shall be installed, operated, inspected, maintained, repaired, replaced and removed: (i) only by qualified agents of Client who are properly insured and, if applicable pursuant to standard industry practices, licensed; and, (ii) in a safe and workmanlike manner. Prior written notice to Surpass is required to use any loading docks. You shall not permit any liens to be placed against all or any portion of the Facility, Space, or any equipment or other property of Surpass.

1.6.5. Alterations. You shall not alter the Facility or Space, including cabling and power supplies, without Surpass's prior written consent, which consent may be conditioned on our receipt and approval of your plans and specifications for any such alterations and any other conditions deemed reasonably necessary by Surpass. All fixtures, additions, repairs, build-outs, and other alterations in or to the Space ("Fixtures") shall permanently become part of the Facility and you shall not remove such Fixtures unless requested by Surpass. Any removal shall be at your expense. Within fifteen (15) days following termination or expiration of the colocation Services, you shall remove all of your Client-Provided Equipment from the Facility and Space and shall, at Surpass's request, restore (at your expense) the Space to its condition as of the Effective Date, reasonable wear and tear excepted. If you fail to cause such removal and/or restoration, Surpass may do so at your sole expense. Any Client-Provided Equipment remaining in the Facility after such fifteen (15) day period may, at Surpass's sole discretion, be removed, stored, or disposed of at your expense in any manner Surpass determines, with any proceeds from any sale applied to any unpaid amounts owed to Surpass. Exercise of any of the foregoing rights by Surpass shall not relieve Client of any of its payment obligations under the Agreement.

1.6.6. Security. Unless otherwise set forth in detail in the Service Order, the physical protection measures we provide shall consist solely of certain physical locks, security checks and monitoring at the Space. Client's use of the Services shall constitute acknowledgment of the sufficiency of such protection measures. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SECURITY SOLUTIONS PROVIDED AS PART OF THE SERVICES DO NOT GUARANTEE NETWORK SECURITY OR PREVENT SECURITY INCIDENTS, ARE NOT INTENDED TO BE A COMPREHENSIVE SECURITY SOLUTION, AND ARE CONSIDERED TO BE SERVICES FOR WHICH Surpass LIMITS ITS LIABLITY AND DISCLAIMS ALL APPLICABLE WARRANTIES AS PROVIDED IN THESE TERMS.

1.6.7. Compliance with Underlying Agreements. Upon receiving notice from us, you agree to take all actions reasonably necessary to comply with requirements of any lease, mortgage or other similar underlying agreement or instrument related to or encumbering the Facility where applicable.

1.6.8. Insurance. During the Term, you must maintain insurance coverage with reputable insurance companies, with a Best Rating of no less than "A," which are licensed to do business in the state in which the Space is located as follows:

Such insurance policies shall be primary and noncontributing with respect to any policies carried by, and shall deny the insurer/underwriter and otherwise waive any rights of subrogation against, Surpass. Upon request, Client shall furnish Surpass with certificates of insurance and policy endorsements, as well as renewals thereof, that evidence the minimum coverages set forth above and state that the insurer shall notify Surpass at least thirty (30) days prior to termination or modification of the coverage provided. This Section 1.6.8 shall not be construed in any manner as waiving, restricting, or limiting the liability of either party for any obligations imposed under this Agreement (including but not limited to, any provisions requiring a party hereto to indemnify, defend, and hold the other harmless under this Agreement). In the event of your breach of any of the insurance obligations, we may upon written notice immediately suspend your physical access to the Facility until such breach is cured. If you do not cure such breach within ten (10) days of the suspension of your physical access, Surpass may terminate this Colocation Addenda or the Agreement as provided herein.

1.6.9. Cross Connect Services. You may use the Facility or Space to interconnect with telecommunications services provided by any third party in the following circumstance(s): Any carrier in Meet Me Room (MMR) of Suite 1. Surpass may condition other types of cross connection on the payment of additional Fees. When applicable, Surpass will require a Letter of Authorization before completing the cross connect setup.

1.6.10. Relocation. We reserve the right to require you to relocate your Equipment. While we will not do so arbitrarily, it may be necessary to accommodate our network and facilities planning. If we do so, we will give you no fewer than thirty (30) days' prior written notice so long as no emergency circumstances exist.

1.7. Additional Terms Applicable to Domain Name Registration Services.

1.7.1. We resell domain name registration Services through Enom and TuCows.

1.7.2. You agree, and understand, that the agreements linked above may contain further linked documents. In addition, the consensus policies of ICANN may apply to you: https://www.icann.org/en/resources/registrars/consensus-policies . It is your obligation to read, understand, and agree to be bound by those agreements and policies, which are incorporated into these Terms by reference. You agree to indemnify, defend, and hold harmless the Surpass Indemnitees from any and all Claims and Losses arising out of or related to your breach of the above registrar and ICANN agreements and policies and any other third-party agreement related to or otherwise connected to your use of the domain name registration Services.

2. TERM.

The term of this Agreement will begin on the Effective Date and continue in effect, unless and until terminated in accordance with the terms hereof, as long as we are providing a Service to you (the "Term"). The Effective Date of an individual Service is the date we begin the Ordering Process ("Service Term"). Upon the expiration of an initial Service Term, that Service shall renew for a period of equal length unless and until terminated in accordance with Section 4.

3. FEES; PAYMENT TERMS; LATE PAYMENTS.

3.1. Fees for individual Services are set out on the page describing the Service (Fees), as confirmed during the Ordering Process. We will begin to charge you for those Fees on the Effective Date of that Service. Certain Fees are based on usage rate of the Services. These will be calculated as set out on the website describing the Fees, and added to the Fees. Other than usage-based Fees, all Fees are billed in advance. Special promotions applied to Fees do not reoccur, nor will promotions offered to other customers necessarily be offered to you. Fees paid to third parties and set-up fees are not refundable. If the Service Order includes a third-party service, Surpass cannot guarantee that the fee charged by this vendor will remain the same during the Term. If the vendor changes its fee, this increase will be passed on to you. The Fees are due as set out on the webpage describing the particular Services (the "Due Date").

3.2. The Fees do not include taxes. Any taxes imposed by a governmental entity on the Services will be added to the Fees unless you provide Surpass with a valid tax exemption certificate. You are responsible for all sales, use, and excises taxes, and any other similar taxes, duties, and changes of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Client hereunder. Surpass will not add any taxes that are based on its corporate income.

3.4. If you provide us with a credit card to pay the Fees, we will attempt to charge your card no sooner than five (5) days prior to the Due Date. It is your obligation to ensure that your credit card may be charged, has adequate available credit, and all credit card information is up-to-date and correct. We have no responsibility to provide the Services, or preserve data, if your credit card is declined for any reason.

3.5. If you fail to pay Fees by the Due Date, a late fee will be assessed to the invoice due. For Shared or Reseller Accounts six (6) days or more past due, a reactivation fee will be due to reactivate service, such reactivation fee calculated at the lesser of 30% of the balance or the maximum amount allowed by law. For Dedicated or Colocation Services four (4) or more days past due, a late fee will be due to reactivate the service, such late fee equaling the lesser of $50.00 USD or the maximum amount allowed by law. For VPS Accounts four (4) of more days past due, a late fee will be due to reactivate the service, such late fee equaling the lesser of $25.00 USD late fee or the maximum amount allowed by law. Software licenses one (1) day past due will be suspended. After five (5) days past due, software licenses will be assessed a reactivation fee to reactivate service, such late fee calculated at the lesser of 35% of the balance (up to $25.00) or the maximum amount allowed by law. Late and reactivation fees will be compounded. If your overdue balance includes multiple services (for example, Shared/Reseller, Dedicated Server, etc.), each associated late and/or reactivation fee will be added to the late fees and compounded. If you fail to pay any amounts due and such failure continues for more than ten (10) days, included in our right to terminate your use of the Space is the right to disconnect and remove any or all of the Client-Provided Equipment from the Space (including any data and/or software thereon), store such Client-Provided Equipment for a period not to exceed three (3) months, and assess reasonable charges for such storage. Upon conclusion of the applicable storage period, we may, at your expense, dispose of the stored Client-Provided Equipment in any manner we determine, with any proceeds applied to any unpaid amounts owed to us. Exercise of any of the foregoing rights by Surpass shall not relieve you of any of your payment obligations under the agreement.

3.6. If you dispute in good faith any Fees, you agree to provide Surpass with written notice and evidence supporting your arguments prior to the Due Date, but agree to pay all portions of the Fees not in dispute. Surpass will review your dispute in good faith, and respond within thirty (30) days of receiving notice of the dispute. If you disagree with our response, we both agree to negotiate in good faith for an additional thirty (30) days. If after this period of time the dispute is not resolved, then we both may pursue the matter pursuant to the terms of Section 10.

4. TERMINATION AND SUSPENSION.

4.1. Termination. Either party may terminate a particular Service by providing the other with five (5) days written notice prior to the expiration of a Service Term; provided that, Client's written notice must be provided in the form as described in this Section 4.1. If your notice of cancellation is not received within this time frame, the Service Term will be renewed as described in Section 2 and you hereby acknowledge and agree to complete payment as invoiced accordingly. In order for you to effectively terminate this Agreement, you must complete the cancellation form via your CORE account. Instructions regarding how to accomplish this can be found here. Other forms of termination will not be accepted as termination of this Agreement. In addition, either party may terminate a particular Service if the other breaches a material term of these Terms, including any agreement incorporated herein, and such a breach is not cured within thirty (30) days of the non-breaching party's presentation of written notice to the breach party, or immediately if the breach is incapable of cure. In the case you breach our AUP, you will be provided the time period during which you will be required to cure such breach at the time of your breach notification from Surpass. In addition to termination permitted under this Section and as described elsewhere in these Terms, either Party may terminate this agreement with immediate effect by providing written notice to the other Party in the event the other Party: (a) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (b) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (c) makes or seeks to make a general assignment of this Agreement for the benefit of its creditors; or (d) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take change of or sell any material portion of its property or business.

4.2. Cancellation by Client. Client may cancel a particular Service by providing Surpass with written notice of its desired cancellation within ninety (90) days of the effective date of the corresponding order's effective date. Cancellation by Client within this ninety (90) day period shall be subject to a $250.00 cancellation fee, payable in accordance with the terms of the invoice issued by Surpass following the receipt of your written notice.

4.3. Suspension. Surpass may suspend the Services if you fail to pay the Fees by the Due Date, if providing them is prohibited by law or regulation, if you use End of Life software, hardware or systems on or in conjunction with the Services, or if you fail to cure a violation of our AUP or RAP within the amount of time set out in the notice, which the parties agree to be a material breach for which Surpass's original notice was your opportunity to cure. In the latter case, Fees will continue to accrue until the violation is cured.

4.4. Effect of Termination.

4.4.1. If you terminate a particular Service as set out in Section 4.1, we will process your termination request within seventy-two (72) hours. Once we process your request, you have twenty-four (24) hours from the time of our notification to you to withdraw your request. If the request is not withdrawn, your account will not remain active and may be deleted in its entirety along with all information associated with such account.

4.4.2. On termination or expiration of the Services, we shall be entitled immediately to block your access to the Services and to remove all data located on our equipment. It is your responsibility to download, or otherwise secure possession of, the data prior to the date of termination. If we terminate the Services without providing you with prior notice, we agree to preserve the data for a period of fourteen (14) days, and allow you to download, or otherwise secure possession of, the data. After this period, the data may be deleted by us immediately, and any event shall be deleted in accordance with our normal retention practices, and may be permanently unrecoverable. You acknowledge and agree that it is your obligation to download, or otherwise secure possession on, your data located on our equipment and the Surpass Indemnitees shall have no liability to you or to any third party for your failure to act on this obligation or Surpass's deletion of your data in accordance with this Section. Notwithstanding the foregoing, Surpass may retain your data as required, including, to comply with applicable law, rule, or regulation and to exercise a legal defense (including with respect to your breach of this Agreement).

4.4.3. If you terminate a Service in any manner other than as set out in these Terms, or fail to cure a material breach, then you agree to pay, within five (5) days of giving notice of termination, all Fees that would have been payable to us had the early termination not occurred ("Early Termination Fee"). You agree to the Early Termination Fee as consideration to Surpass for foregone business opportunities associated with limited network resources, and agree that this is a material inducement to Surpass entering into these Terms.

4.4.4. The obligations of this Section 4.4 are in addition to, and not in place of, any other obligations described in this Agreement or otherwise provided for in any policy or procedure of Surpass with respect to termination of Services.

5. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS.

5.1. You warrant and represent that you own, or have the right and adequate consent to use, any and all data, software and hardware the transmission or use of which is facilitated by the Services, including with respect to the Client Data and any personal information contained therein, as well as to grant the licenses and other rights granted by Client to Surpass herein.

5.2. Surpass represents and warrants to client that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services, in accordance with the specifications for the Services as described in Section 1.1.1, and that Surpass owns, or has the right and valid license, to provide the Services. Surpass shall not be liable for a breach of the foregoing warranty unless Client gives written notice of the defective Service, reasonably described, to Surpass in accordance with the requirements of our SLA. The remedies set forth in the SLA are Client's sole remedies and Surpass's sole liability under the limited warranty set forth in this Section 5.2. THE FOREGOING WARRANTY DOES NOT APPLY, AND Surpass STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.

5.3. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 5.2, THE SERVICES ARE PROVIDED "AS IS" AND Surpass SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. Surpass SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. Surpass MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S OR ENTITY'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

6. CLIENT DATA.

6.1. Ownership. As between you and us, (a) we own all own all right, title, and interest, including all intellectual property rights, in and to the Services and (b) you (or your licensors) own all right, title, and interest, including all intellectual property rights, in and to the data you input into the Services ("Client Data"). By inputting Client Data in to the Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to the personal information included in the Client Data in compliance with the then-current version of our Privacy Policy, as may be amended from time to time.

6.2. License. You hereby grant to Surpass a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Client Data and perform all acts with respect to the Client Data as may be necessary for Provider to provide the Services to you, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics (as defined below). You will ensure that Client Data and any authorized user's use of Client Data will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Client Data. You represent that you have the necessary rights to grant the foregoing license, including adequate consents with respect to any personal information included within the Client Data, for Surpass to provide the Services without violation the intellectual property or other rights, including rights of privacy, of any third party.

6.3. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Surpass may monitor Client's and its End User's use of the Services and collect and compile data and information related to Client's and its End User's use of the Services to be used by Surpass in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services ("Aggregated Statistics"). As between Surpass and Client (and its End Users), all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Surpass. You acknowledge that Surpass may compile Aggregated Statistics based on the Client Data. You agree that Surpass may (a) make Aggregated Statistics publicly available in compliance with applicable law, and (b) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer's Confidential Information. In addition to the foregoing, Client, on behalf of itself and its End Users, agrees that Surpass may use, maintain, and store Aggregated Statistics in perpetuity, and Client hereby grants to Surpass a non-exclusive, royalty-free, irrevocable worldwide license to use, modify, and adapt the Aggregated Statistics, as well as any other information derived from Client Data that does not identify Client, to train, develop, adapt, modify, enhance, or improve the Services or any other product or service, including for the purpose of training, developing, upgrading, enhancing, or improving artificial intelligence features and language models.

7. LIMITATION OF LIABILITY.

7.1. IN NO EVENT WILL THE Surpass INDEMNITEES BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR, (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL THE Surpass INDEMNITEES' AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT IN THE THREE (3) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. The exclusions and limitations in this Section 7 do not apply where provisioned by applicable or with respect to Surpass's liability for indemnification under Section 8 or liability for breach of its confidentiality obligations under Section 9.

8. INDEMNIFICATION.

8.1. By Surpass.

8.2. By Client. Client will indemnify, hold harmless, and, at Surpass's option, defend the Surpass Indemnitees from and against any Losses resulting from any Claim arising from or related to: (a) Client's use of the Services in a manner not authorized by this Agreement, including any violations of the AUP, RAP, or applicable laws, rules, or regulations; (b) Client's use of the Services in combination with data, software, hardware, equipment or technology not provided by Surpass or authorized by Surpass in writing; (c) infringement or misappropriation of a third party's rights, including intellectual property or privacy rights, by the Client Data or Surpass's use of such Client Data in accordance with the terms and conditions of this Agreement; (d) bodily injury, death or any person, or damage to real or tangible, personal property resulting from the willful, fraudulent, or grossly negligence acts of Client or its End Users; (e) Client has breached any of its representations and warranties under this Agreement; or, (f) Client's modifications to the Services not made or approved by Surpass.

8.3. Indemnification Procedure. As conditions of the indemnification obligations in this Section 8: (a) the Party seeking indemnification (the "Indemnitee") will provide the indemnifying Party (the "Indemnitor") with prompt written notice of any Claim for which indemnification is sought (provided that failure to so notify will not remove the Indemnitor's indemnification obligations except to the extent it is prejudiced thereby); (b) the Indemnitee will permit the Indemnitor to control the defense and settlement of such Claim (provided that the Indemnitee may engage its own counsel, at its own expense, to participate therein); and, (c) the Indemnitee will reasonably cooperate with the Indemnitor in connection with the Indemnitor's evaluation, defense, and settlement of such Claim. The Indemnitor will not settle or compromise any such Claim or consent to the entry of any judgment without the prior written consent of the Indemnitee (not to be unreasonably withheld).

9. CONFIDENTIALITY.

9.1. "Confidential Information" means any non-public information about the Party disclosing such information (the "Disclosing Party"), its business, vendors, customers, products, services, and employees; its finances, costs, expenses, financial, or competitive condition, policies, and practices; its research and development efforts; marketing and distribution efforts; licensing, cross-licensing, marketing, and distribution practices; computer software programs and programming tools and its respective design, architecture, modules, interfaces, databases, and database structures, non-literal elements, capabilities, and functionality, code, and APIs; other information licensed or otherwise disclosed to the Disclosing Party in confidence by a third party; and, any other non-public information that does or may have economic value by reason of not being generally known, regardless of whether marked or otherwise indicated as confidential or proprietary, and which should reasonably be understood to be proprietary or confidential given the nature of the information and/or the circumstances of its disclosure. For the purposes of this Agreement, the terms of this Agreement shall constitute the Confidential Information of both Parties, Surpass's network configuration shall constitute the Confidential Information of Surpass, and, subject to the limitations of our Privacy Policy, any information placed by Client on the Services shall constitute the Confidential Information of Client. Confidential Information shall not include information that: (a) is now or subsequently becomes generally available to the public through no fault or breach on the part of Party receiving the Confidential Information (the "Receiving Party"); (b) the Receiving Party can demonstrate that it had lawfully in its possession without an obligation of confidentiality prior to disclosure hereunder; (c) is independently developed by the Receiving Party without the use of any Confidential Information of the Disclosing Party as evidenced by written documentation; (d) the Receiving Party lawfully obtains from a third party who has the right to transfer or disclose it and who provides it without any obligation to maintain the confidentiality of such information; or, (e) except as described herein, the Disclosing Party directs or authorizes the Receiving Party to disclose to any third party without any obligation to maintain the confidentiality of such information. With respect to each of the above exceptions, the Receiving Party shall have the burden of proof.

9.2. To the extent that Confidential Information is exchanged and received in connection with this Agreement, the Receiving Party agrees to maintain the confidential nature of the Confidential Information of the Disclosing Party in its possession by taking reasonable steps to protect such Confidential Information from unauthorized use, access, and disclosure; such steps shall be at least equal to those taken by the Receiving Party to protect its own Confidential Information and no less than a reasonable standard of care taking into consideration the nature of the Confidential Information and the circumstances surrounding its disclosure. The Receiving Party shall only use, access, and disclose Confidential Information as necessary to fulfill its obligations under this Agreement or in exercise of its rights expressly granted hereunder. Receiving Party shall not, and shall not assist others to, directly or indirectly disclose, sell, copy, distribute, republish, disassemble, decompile, reverse-engineer, create derivative works from, demonstrate, or otherwise attempt to recreate the Confidential Information of the Disclosing Party, or allow any third party to have access to any of Disclosing Party’s Confidential Information, without the Disclosing Party’s prior written consent; provided that: (a) Receiving Party may disclose the Disclosing Party’s Confidential Information to associated partners, professional service providers, and related entities who have a need to know; and, (b) all use of the Disclosing Party’s Confidential Information by third parties shall be subject to restrictions no less stringent than those set forth in this Agreement. The Receiving Party shall disclose in writing within twenty-four (24) hours of its discovery of any loss or disclosure of the Confidential Information of the Disclosing Party and shall cooperate with the Disclosing Party to regain control and prevent further dissemination of the Confidential Information.

9.3. Trade Secrets. The Confidential Information may include trade secrets, as defined by applicable law. To the extent the Disclosing Party discloses any Confidential Information that the Disclosing Party treats as and believes to be a trade secret, the Disclosing Party shall be required to designate in writing such information as a trade secret with appropriate legends. In the event that any trade secrets are disclosed as part of the Confidential Information, each Party agrees that all obligations described in this Agreement with respect to the other Party’s trade secrets shall survive and continue in perpetuity or until the Confidential Information becomes known as specified in Section 9.2(a) – (b) of this Agreement, whichever is earlier.

9.4. Legally Required Disclosures. The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party: (a) gives the Disclosing Party reasonable written notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy; (b) discloses only such information as is required by the governmental entity; and, (c) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. Pursuant to 48 C.F.R. § 52.203-19, nothing in this Section 9, is intended to restrict or shall have the effect of restricting the Receiving Party from lawfully reporting waste, fraud, or abuse related to the performance of a Government contract to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information (e.g., agency Office of the Inspector General).

9.5. Notice of Immunity Under the Defend Trade Secrets Act of 2016. Notwithstanding any other provision of this Agreement, the Receiving Party will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made (a) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and solely for the purpose of reporting or investigating a suspected violation of law; or (b) in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If the Receiving Party files a lawsuit for retaliation by the Disclosing Party for reporting a suspected violation of law, the Receiving Party may disclose the Disclosing Party's trade secrets to the Receiving Party's attorney and use the trade secret information in the court proceeding if the Receiving Party files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

9.6. Enforcement. If either Party breaches or threatens to breach the covenants hereunder, the Parties agree that the damage or imminent damage to the non-breaching Party may be irreparable and extremely difficult to estimate, making any remedy at law inadequate. Accordingly, if a Party breaches or threatens to breach any covenant in this Section 9, the non-breaching Party may seek in all jurisdictions and in all cases without the need for posting any bond or security: (i) injunctive relief by temporary restraining order, temporary injunction, and/or permanent injunction; and, (ii) any other legal and equitable relief to which it may be entitled. In addition to injunctive relief, the non-breaching Party may seek any other relief, including, without limitation, money damages. The remedies provided by this Section are not exclusive or exhaustive but are cumulative of each other and in addition to any other remedies under this Agreement or at law.

9.7. Return; Destruction. The Receiving Party shall, at the Disclosing Party's option and written instruction, return, destroy, or make permanently unreadable all materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies, and excerpts of Confidential Information) promptly following the Disclosing Party's written request.

10. GENERAL PROVISIONS

10.1. Relationship of Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

10.2. Feedback. If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like related to the Services or our business generally ("Feedback"), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.

10.3. Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, disease, epidemics, pandemics, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority in its sovereign or contractual capacity, including imposing an embargo, or other unforeseeable events, whether similar or dissimilar to any of the foregoing, beyond the control of a Party and against which it would have been unreasonable for the affected Party to take precautions and which the affected Party cannot avoid even by using its best efforts; provided that such Party takes commercially reasonable efforts to mitigate the impacts of such force majeure and perform notwithstanding and such Party resumes performance of its obligations when the force majeure event has been remedied. If the time period during which Surpass is unable to perform its obligations as a result of the force majeure event exceeds thirty (30) days, Client may immediately, upon the end of the thirty (30) day period, terminate this Agreement without obligation to pay the Early Termination Charge or any liability to Surpass related to such termination (except payments owed as described in this Agreement and as accrued prior to the effective date of such termination).

10.4. Amendment; Waiver. No amendment to or modification of or rescission, termination, or discharge of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver under this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated, and does not operate as a waiver on, or estoppel with respect to, any future occasion. No failure or delay in exercising any right, remedy, power, or privilege or in enforcing any condition under this Agreement, or any act, omission, or course of dealing between the Parties shall constitute a waiver or estoppel of any right, remedy, power, privilege, or condition arising under this Agreement and shall not preclude any other or further exercise of any other right, remedy, power, or privilege or the enforcement of any condition provided for herein or by law or in equity.

10.5. Binding Effect; Assignment. This Agreement is binding on and inures to the benefit of the Parties and their respective permitted successors and permitted assigns. Client may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Surpass. Surpass may assign any of its rights or delegate any of its obligations without the consent of Client (a) to an affiliate, or (b) to any person incident to a reorganization, merger, or consolidation or a transfer of all or substantially all of Surpass's assets. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves the assigning or delegating Party of any of its obligations under this Agreement.

10.6. Governing Law; Venue. This Agreement, including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, shall be governed by and construed in accordance with the laws of the State of Florida, including its statutes of limitation applicable to agreements executed and fully performed therein, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Florida. Any legal suit, action, or proceeding arising out of or relating to this Agreement will be instituted exclusively in the federal courts of the United States of America, namely the U.S. District Court for the Middle District of Florida, Orlando Division, or the courts of the State of Florida located in Orange County, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such Party's address set forth herein is effective service of process for any suit, action, or other proceeding brought in any such court.

10.7. Waiver of Jury Trial. Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.

10.8. Notice. Each Party shall deliver all notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a "Notice") in writing and addressed to the other Party at the addresses set forth on the first page of this Agreement (or to such other address that the receiving Party may designate from time to time in accordance with this Section). Notices to Surpass shall be sent to the attention of the "General Counsel" at the address listed in the "about us" or similar page on the Surpass website. Notices to you will be sent to attention of "Legal Notices" at the address set out in Surpass's customer record. Each Party shall deliver all Notices by personal delivery, nationally recognized overnight courier (with all fees prepaid), email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving party and (b) if the party giving the Notice has complied with the requirements of this Section.

10.9. Attorneys' Fees, Costs, and Expenses. If any action, suit, or other legal or administrative proceeding is instituted or commenced by either party hereto against the other party arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, court costs, and expenses in connection with or related to such proceeding from the non-prevailing party.

10.10. Law Enforcement Requests. From time-to-time we may receive warrants and subpoenas from law enforcement entities for information and/or equipment you provide to us or that may be stored on our servers or in our facilities related to you and your use of the Services (each, a "Law Enforcement Request"). Unless the Law Enforcement Request prohibits, or requests, that it not be disclosed, we will inform you of our intent to disclose your information in accordance with the terms of Section 10.8, but shall otherwise comply with all reasonable Law Enforcement Requests.

10.11. Litigation Assistance. If you are involved in civil litigation we have no obligation to provide assistance to you to comply with civil litigation demands such as subpoenas. Should we be compelled to comply with a subpoena for the Services we provide to you, we will charge you $500 per hour, plus reasonable expenses, to comply.

10.12. Remedies. All rights and remedies provided in this Agreement are cumulative and not exclusive or exhaustive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties, or otherwise.

10.13. Order of Precedence. Any conflict, ambiguity, or inconsistency between the documents comprising this Agreement shall be resolved according to the following order of precedence: (1) Privacy Policy; (2) AUP; (3) RAP; (4) Surpass's order confirmation; (5) these Terms; and, (6) any other document. In the event Client attempts to add any additional terms to any order, such additional terms shall be null and void unless agreed to in a signed writing by Surpass.

10.14. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability does not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. On a determination that any term or provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement to implement the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

10.15. Survival. The provisions of this Agreement shall survive the expiration or earlier termination of this Agreement, to the extent necessary to give effect to such provisions. Such provisions include, but are not limited to, Sections 1.2, 1.3, 3, 4.3, 5, and 7-11.

10.16. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement.

10.17. Entire Agreement. The terms of this Agreement are intended by the Parties to be the final expression of their agreement with respect to the subject matter hereof, and supersede all prior understandings and agreements, whether written or oral. The Parties further intend that this Agreement shall constitute the complete and exclusive statement of their terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement.

10.18. Complaints Under California Civil Code Section 1789.3. You are advised that, as may be applicable to it under California Civil Code Section 1789.3, to initiate a complaint about the Service, you may contact Surpass using your Surpass portal, or as provided in the applicable Service Level Agreements. If you are dissatisfied with the manner in which Surpass responds to a complaint regarding the Services, you may contact Surpass at the address specified in Section 10.8, and the Communications Division of the Consumer Information Center of the Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N-112, Sacramento, CA 95834, or by telephone at 800-952-5210. The charges for the Services are set out in the applicable Service Order.