Acceptance of Terms
Welcome to Surkyl! These Terms of Service ("Terms") constitute a legally binding agreement between you
and Surkyl, Inc. ("Surkyl," "we," "us," or "our") governing your access to and use of Surkyl's
websites, applications, and related services (collectively, the "Services").
By accessing or using our Services, you agree to be bound by these Terms. If you do
not agree to these Terms, you may not access or use our Services.
We may modify these Terms from time to time. We will notify you of material changes via email or
through our Services. Your continued use of the Services after such modifications constitutes your
acceptance of the updated Terms.
Description of Service
Surkyl is a SaaS platform that provides various software solutions and services, including but not
limited to:
- Identity Services: Authentication, authorization, and user management
- MueSync: Music creation and collaboration tools
- VISC Platform: Integrated software development and deployment tools
- Hypers: Website and application building platform
- Other products and services as may be offered from time to time
The Services may include free tiers, paid subscriptions, and enterprise offerings. Specific features
and limitations depend on your chosen service level.
Eligibility and Age Requirement
Minimum Age: You must be at least 13 years old to use our Services. By using our
Services, you represent and warrant that you are at least 13 years of age. This age restriction
complies with the Children's Online Privacy Protection Act (COPPA).
Minors (Ages 13-17): If you are between 13 and 17 years old, you represent that you
have reviewed these Terms with your parent or legal guardian, and that your parent or legal guardian
consents to these Terms on your behalf.
Legal Capacity: You must have the legal capacity to enter into a binding agreement. If
you are using our Services on behalf of an organization, you represent that you have the authority to
bind that organization to these Terms.
Geographic Restrictions: Our Services are not available in all jurisdictions. You are
responsible for ensuring that your use of our Services complies with all applicable local laws.
User Accounts
Account Registration
To access certain features of our Services, you must create an account. When creating an account, you
agree to:
- Provide accurate, current, and complete information
- Maintain and promptly update your account information
- Not create an account using a false identity or impersonate another person
- Not create multiple accounts for yourself without our permission
- Not transfer your account to another person without our consent
Account Security
You are responsible for maintaining the confidentiality of your account credentials and for all
activities that occur under your account. You agree to:
- Use a strong, unique password
- Not share your password with anyone
- Notify us immediately of any unauthorized use of your account
- Log out of your account at the end of each session
We are not liable for any loss or damage arising from your failure to protect your account credentials.
Account Termination
You may terminate your account at any time through your account settings. Upon termination, your access
to the Services will cease, and we may delete your account data subject to our data retention policies
and legal obligations.
User Conduct and Prohibited Activities
You agree not to engage in any of the following prohibited activities:
Unlawful Activities
- Violating any applicable laws, regulations, or third-party rights
- Infringing on intellectual property rights
- Engaging in fraud, money laundering, or other illegal activities
- Distributing malware, viruses, or other harmful code
Abuse and Harassment
- Harassing, threatening, or intimidating other users
- Posting hateful, discriminatory, or defamatory content
- Sharing sexually explicit or violent content
- Impersonating others or misrepresenting your affiliation
System Abuse
- Attempting to gain unauthorized access to our systems or other users' accounts
- Interfering with or disrupting the Services or servers
- Reverse engineering, decompiling, or disassembling our software
- Using automated tools (bots, scrapers) without authorization
- Circumventing security measures or access controls
- Overloading our systems through excessive requests or denial-of-service attacks
Commercial Restrictions
- Reselling or redistributing our Services without authorization
- Using our Services to compete with us or build similar products
- Sublicensing your access to the Services
Spam and Unsolicited Communications
- Sending spam or unsolicited commercial messages
- Collecting user data without consent
- Phishing or social engineering attacks
We reserve the right to investigate and take appropriate action against anyone who violates these
Terms, including removing content, suspending or terminating accounts, and reporting to law
enforcement.
User Content
Your Content
You retain ownership of all content you create, upload, or share through our Services ("User
Content"). However, by submitting User Content, you grant us a worldwide, non-exclusive, royalty-free,
transferable license to use, store, display, reproduce, modify, and distribute your User Content solely
to provide and improve our Services.
Responsibility for Content
You are solely responsible for your User Content and the consequences of posting it. You represent and
warrant that:
- You own or have the necessary rights to use and license the User Content
- Your User Content does not violate any third-party rights
- Your User Content complies with these Terms and applicable laws
- Your User Content does not contain viruses or other harmful code
Content Monitoring and Removal
We do not pre-screen User Content, but we reserve the right to review, monitor, and remove User Content
that violates these Terms or is otherwise objectionable. We may also preserve User Content as required
by law or to protect our rights.
Backup Responsibility
While we take reasonable measures to protect your data, you are responsible for maintaining backups of
your User Content. We are not liable for any loss or corruption of User Content.
Intellectual Property Rights
Our Intellectual Property
The Services and their original content, features, and functionality are owned by Surkyl and are
protected by United States and international copyright, trademark, patent, trade secret, and other
intellectual property laws.
This includes but is not limited to:
- Software code, architecture, and algorithms
- User interface designs and layouts
- Trademarks, logos, and brand elements
- Documentation and training materials
- APIs and SDKs
Limited License
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable,
non-sublicensable license to access and use our Services for their intended purposes. This license does
not grant you any rights to:
- Copy, modify, or create derivative works of our Services
- Sell, rent, lease, or sublicense access to our Services
- Remove or alter any proprietary notices
- Use our trademarks without written permission
Feedback
If you provide us with feedback, suggestions, or ideas about our Services, you grant us an unrestricted,
perpetual, irrevocable, royalty-free license to use, modify, and commercialize such feedback without
attribution or compensation.
DMCA Policy
We respect intellectual property rights. If you believe your copyrighted work has been copied in a way
that constitutes infringement, please contact us at [email protected] with:
- Identification of the copyrighted work
- Identification of the infringing material
- Your contact information
- A statement of good faith belief
- A statement under penalty of perjury
- Your physical or electronic signature
Privacy
Your privacy is important to us. Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.
By using our Services, you consent to our Privacy Policy and agree that we may collect, use, and share
your information as described therein.
Payment Terms
Subscription Plans
Some features of our Services require a paid subscription. Subscription fees are billed in advance on a
recurring basis (monthly or annually, depending on your plan).
Billing and Renewal
- Automatic Renewal: Subscriptions automatically renew unless you cancel before the
renewal date
- Payment Method: You must provide a valid payment method and keep it current
- Price Changes: We may change subscription prices with 30 days' notice
- Failed Payments: If a payment fails, we may suspend your account until payment is
received
Cancellation and Refunds
- You may cancel your subscription at any time through your account settings
- Cancellation takes effect at the end of your current billing period
- No refunds are provided for partial subscription periods
- We may offer refunds at our sole discretion on a case-by-case basis
Free Trials
We may offer free trials for certain subscription plans. At the end of the trial period, you will be
automatically charged unless you cancel before the trial ends. We reserve the right to determine trial
eligibility.
Taxes
Subscription fees do not include applicable taxes. You are responsible for paying all taxes associated
with your subscription.
Modifications to Service
We reserve the right to modify, suspend, or discontinue any part of our Services at any time, with or
without notice. We may:
- Add, change, or remove features
- Update software, APIs, and integrations
- Change pricing and service tiers
- Discontinue products or services
We will make reasonable efforts to notify you of significant changes. We are not liable for any
modification, suspension, or discontinuation of the Services.
Termination
Termination by You
You may terminate your account at any time by following the account deletion process in your account
settings.
Termination by Us
We may suspend or terminate your access to the Services at any time, with or without cause, and with or
without notice, including if:
- You violate these Terms
- Your account has been inactive for an extended period
- We suspect fraudulent, abusive, or illegal activity
- Required by law or legal process
- We decide to discontinue the Services
Effect of Termination
Upon termination:
- Your right to use the Services immediately ceases
- We may delete your account and User Content after 30 days
- You remain liable for any outstanding fees
- Provisions that by their nature should survive termination will continue to apply
Disclaimers
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS
OR IMPLIED.
TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:
- Merchantability: We do not warrant that the Services are fit for any particular
purpose
- Accuracy: We do not warrant that information provided is accurate or complete
- Reliability: We do not warrant that the Services will be uninterrupted,
error-free, or secure
- Quality: We do not warrant that defects will be corrected
- Third-Party Content: We are not responsible for third-party content or services
We do not warrant that the Services will meet your requirements or expectations. Your use of the
Services is at your sole risk.
Beta Features: Some features may be offered as beta, experimental, or early access.
These features are provided without warranty and may not function as intended.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SURKYL AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS
WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR
ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE,
GOODWILL, OR OTHER INTANGIBLE LOSSES.
THIS LIMITATION APPLIES TO:
- Errors, mistakes, or inaccuracies in the Services
- Personal injury or property damage resulting from your use of the Services
- Unauthorized access to our servers or your data
- Interruption or cessation of transmission to or from the Services
- Bugs, viruses, or harmful code
- Loss or damage to User Content
- Any third-party conduct or content on the Services
Cap on Liability: Our total liability to you for all claims arising out of or related
to these Terms or the Services will not exceed the greater of (a) $100 USD or (b) the amount you paid
us in the 12 months preceding the claim.
Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability for
incidental or consequential damages. In such jurisdictions, our liability will be limited to the
maximum extent permitted by law.
Indemnification
You agree to indemnify, defend, and hold harmless Surkyl, its affiliates, and their respective
officers, directors, employees, agents, and representatives from and against any claims, liabilities,
damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from:
- Your use or misuse of the Services
- Your violation of these Terms
- Your violation of any rights of another person or entity
- Your User Content
- Your breach of any representations or warranties in these Terms
We reserve the right to assume the exclusive defense and control of any matter subject to
indemnification by you, and you agree to cooperate with our defense of such claims.
Dispute Resolution and Arbitration
Informal Resolution
Before filing a claim, you agree to try to resolve the dispute informally by contacting us at [email protected]. We'll try to resolve the dispute informally
by contacting you via email. If a dispute is not resolved within 30 days, you or we may bring a formal
proceeding.
Binding Arbitration
You and Surkyl agree that any dispute arising out of or related to these Terms or the Services will
be resolved through binding arbitration, rather than in court,
except that either party may bring suit in court to enjoin infringement or other misuse of intellectual
property rights.
The arbitration will be conducted by the American Arbitration Association (AAA) under its Commercial
Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes. The arbitration will
take place in the United States in the federal judicial district that includes your billing address, or
if you reside outside the United States, in Delaware.
Class Action Waiver
YOU AND SURKYL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL
CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE
PROCEEDING.
Unless both you and Surkyl agree otherwise, the arbitrator may not consolidate more than one person's
claims and may not otherwise preside over any form of a representative or class proceeding.
Exceptions
Either party may bring a lawsuit in court solely for injunctive relief to stop unauthorized use or
abuse of the Services or infringement of intellectual property rights without first engaging in
arbitration.
Opt-Out
You may opt out of this arbitration agreement within 30 days of first accepting these Terms by sending
written notice to [email protected].
Governing Law
These Terms and any dispute arising out of or related to them or the Services will be governed by and
construed in accordance with the laws of the State of Delaware, without regard to its conflict of law
principles.
If the arbitration provision is found to be unenforceable, you agree to submit to the personal and
exclusive jurisdiction of the state and federal courts located in Delaware.
General Provisions
Entire Agreement
These Terms, together with our Privacy Policy and any other agreements expressly incorporated by
reference, constitute the entire agreement between you and Surkyl concerning the Services.
Severability
If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited
or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force
and effect.
Waiver
No waiver of any provision of these Terms will be deemed a further or continuing waiver of such
provision or any other provision, and our failure to assert any right or provision under these Terms
will not constitute a waiver of such right or provision.
Assignment
You may not assign or transfer these Terms or your rights hereunder without our prior written consent.
We may assign these Terms without restriction. Any attempted transfer or assignment in violation of this
section will be null and void.
Force Majeure
We will not be liable for any delay or failure to perform resulting from causes beyond our reasonable
control, including natural disasters, war, terrorism, riots, embargoes, acts of civil or military
authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation facilities,
fuel, energy, labor, or materials.
Third-Party Beneficiaries
These Terms do not create any third-party beneficiary rights.
Export Compliance
You represent that you are not located in a country subject to U.S. government embargo or designated as
a "terrorist supporting" country, and that you are not on any U.S. government list of prohibited or
restricted parties.
Notices
We may provide notices to you via email, postal mail, or postings on our Services. Notices will be
deemed given 24 hours after email is sent, unless we're notified that the email address is invalid.