Terms of Service

Surfaice, Inc. Effective Date: May 28, 2026 Last Updated: August 11, 2026

Please read these Terms of Service ("Terms") carefully before accessing or using the Surfaice platform ("Service"). By creating an account, accessing, or using the Service, you ("Customer" or "User") agree to be bound by these Terms. If you do not agree, do not use the Service.

1. Definitions

"Surfaice" means Surfaice, Inc. (also operating as SURFAICE.PRO Inc.), a Delaware corporation, and its affiliates, officers, employees, agents, and successors.

"Service" / "Product" means the Surfaice Technology Platform, including AI Agents, software, APIs, interfaces, integrations, documentation, and all related services made available by Surfaice, as described in the applicable Order Form and accessible at surfaice.pro.

"Technology Platform" means the product deployed on the website(s) available at https://surfaice.pro/.

"AI Agents" means autonomous or semi-autonomous software modules within the Technology Platform that leverage artificial intelligence and machine learning to perform tasks, provide recommendations, or automate processes on behalf of Customer. AI Agents may include virtual assistants, predictive analytics tools, natural language processing models, or other intelligent components designed to support Customer's internal business operations.

"Customer" means the entity or individual that has entered into an agreement with Surfaice and is authorized to access the Service.

"User" means any individual authorized by Customer to access or use the Service under Customer's account.

"Customer Content" means data, information, or materials submitted by or on behalf of Customer or Users to the Service, including lease documents, contract data, and property records, but excluding Feedback.

"Usage Data" means data and information about the provision, use, and performance of the Service based on Customer's or User's use of the Service.

"Feedback" means suggestions, feedback, or comments about the Service or related offerings.

"Confidential Information" means information in any form disclosed by or on behalf of a disclosing party to a receiving party in connection with these Terms that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Confidential Information includes the existence of these Terms and any Order Form. Customer's Confidential Information includes non-public Customer Content; Surfaice's Confidential Information includes non-public information about the Service.

"Order Form" means any written or electronic order, subscription agreement, or statement of work entered into between Surfaice and Customer that references these Terms.

"Prohibited Data" means: (a) patient, medical, or other protected health information regulated by HIPAA; (b) credit, debit, bank account, or other financial account numbers; (c) social security numbers, driver's license numbers, or other unique and private government ID numbers; (d) special categories of data as defined under GDPR; and (e) other similar categories of sensitive information as defined under applicable data protection laws.

"Beta Product" means an early or prerelease feature or version of the Service identified as beta, experimental, or similar, or any version of the Service not yet generally available.

"Force Majeure Event" means an unforeseen event outside a party's reasonable control where the affected party took reasonable measures to avoid or mitigate its impacts, including unpredicted natural disasters, war, pandemic, riot, act of terrorism, or public utility or internet failure.

"Affiliate" means an entity that directly or indirectly controls, is controlled by, or is under common control with a party, where control means holding more than fifty percent (50%) of the voting stock or other ownership interest.

"High Risk Activity" means any situation where the use or failure of the Service could reasonably be expected to lead to death, bodily injury, or environmental damage, including autonomous vehicle technology, medical life-support technology, emergency response services, nuclear facility operations, and air traffic control.

2. Access and Use of the Service

2.1 License Grant

Subject to these Terms and payment of applicable fees, Surfaice grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to: (a) access and use the Technology Platform, including AI Agents, for Customer's internal business purposes; and (b) copy and use any included software and documentation only as needed to access and use the Technology Platform, in each case during the applicable subscription term.

2.2 Account Registration

Customer must provide accurate, current, and complete information when creating an account. Customer is responsible for maintaining the confidentiality of account credentials and for all activities that occur under its account. Customer must promptly notify Surfaice of any suspected or known unauthorized access or compromise of its accounts, passwords, or credentials.

2.3 Authorized Users

Customer may permit its employees and contractors to access the Service as Users. Customer remains responsible for each User's compliance with these Terms. Customer shall not share credentials between Users or allow access by unauthorized individuals.

2.4 Acceptable Use

Customer and Users agree not to:

Use the Service in violation of any applicable law or regulation, or for any High Risk Activity;
Reverse engineer, decompile, disassemble, or attempt to discover the source code or underlying ideas or algorithms of the Service (except to the extent prohibited by applicable law);
Provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow third parties to access or use the Service;
Copy, modify, or create derivative works of the Service;
Conduct security or vulnerability tests on, interfere with, cause performance degradation of, or circumvent access restrictions of the Service;
Access accounts, data, or portions of the Service to which Customer does not have explicit authorization;
Use the Service to develop a competing product or service;
Remove or obscure any proprietary notices or labels;
Upload or submit Customer Content to which Customer or Users do not have proper rights;
Use the Service to obtain unauthorized access to anyone else's networks or equipment;
Submit Prohibited Data to the Service unless expressly authorized in the applicable Order Form.

2.5 Affiliate Order Forms

If a Customer Affiliate enters a separate Order Form with Surfaice, that Affiliate creates a separate agreement between Surfaice and that Affiliate. Surfaice's responsibility to the Affiliate is individual and separate from Customer, and Customer is not responsible for its Affiliates' obligations under such separate agreements.

3. Customer Content and Data

3.1 Ownership

As between the parties, Customer retains all right, title, and interest in and to Customer Content. Surfaice does not claim ownership of Customer Content.

3.2 License to Process

Customer grants Surfaice a limited, non-exclusive license to copy, display, modify, and use Customer Content only as needed to provide and maintain the Service and related offerings, as described in these Terms and the Surfaice Privacy Policy.

3.3 Usage Data

Surfaice may collect and analyze Usage Data and may freely use Usage Data to maintain, improve, enhance, and promote Surfaice's products and services without restriction. However, Surfaice may only disclose Usage Data to third parties if it is aggregated and does not identify Customer or any User.

3.4 Feedback

Customer may, but is not required to, provide Feedback. Any Feedback is provided "AS IS." Surfaice may use all Feedback freely without restriction or obligation to Customer.

3.5 Machine Learning and AI Training

Usage Data and Customer Content may be used to develop, train, or enhance artificial intelligence or machine learning models that are part of Surfaice's products and services, including third-party components of the Service, and Customer authorizes Surfaice to process its Usage Data and Customer Content for such purposes, subject to the following conditions:

Usage Data and Customer Content must be aggregated before being used for AI training purposes; and
Surfaice will use commercially reasonable efforts, consistent with industry-standard technology, to de-identify Usage Data and Customer Content before such use.

Nothing in this section reduces or limits Surfaice's obligations regarding Personal Data that may be contained in Usage Data or Customer Content under applicable data protection laws. Due to the nature of artificial intelligence and machine learning, outputs generated by AI features may be incorrect or inaccurate. AI Agents and AI-powered features are not a substitute for human oversight.

3.6 AI Processing and Outputs

The Service uses AI Agents and machine learning technologies to analyze Customer Content and generate outputs such as lease abstractions, clause analyses, recommendations, and workflow automations ("AI Outputs"). Customer acknowledges that:

AI Outputs are generated algorithmically and may contain errors, omissions, or inaccuracies;
AI Outputs do not constitute legal, financial, accounting, or other professional advice;
Customer is solely responsible for reviewing, validating, and acting upon AI Outputs;
Surfaice does not warrant that AI Outputs are complete, accurate, or suitable for any particular purpose.

3.7 Data Accuracy

Customer is solely responsible for the accuracy, quality, legality, and appropriateness of all Customer Content submitted to the Service.

3.8 Prohibited Data

Customer will not, and will not allow anyone else to, submit Prohibited Data to the Service unless expressly authorized by the applicable Order Form.

3.9 Data Retention and Deletion

Surfaice will retain Customer Content for the duration of the applicable subscription term. Upon termination or expiration, Customer may request deletion of Customer Content, and Surfaice will delete such content within sixty (60) days of receiving the written request, unless retention is required by applicable law. Upon completion of deletion, Surfaice will provide written certification upon Customer's request.

3.10 Business Continuity for AI Agents

In the event of Surfaice's business cessation or inability to maintain the Technology Platform, Surfaice will provide Customer with a mechanism to retrieve data, configurations, or functionality required to continue using the AI Agents independently, subject to the de-identification and confidentiality requirements in these Terms. Upon termination or expiration, Surfaice will use commercially reasonable efforts to facilitate the transfer or independent use of AI Agents for Customer, ensuring minimal disruption to Customer's internal business processes.

4. Security

4.1 Security Program

Surfaice maintains an information security program designed to protect the confidentiality, integrity, and availability of Customer Content. This program includes, at minimum:

Encryption of Customer Content in transit using TLS 1.2 or higher and at rest using AES-256 or equivalent;
Role-based access controls and the principle of least privilege;
Multi-factor authentication for administrative access to production systems;
Regular vulnerability assessments and penetration testing;
Audit logging of access to Customer Content;
Documented incident response procedures;
Security awareness training for personnel with access to Customer Content;
Vendor and subprocessor security assessments.

Surfaice will use commercially reasonable efforts to secure the Platform from unauthorized access, alteration, use, and other unlawful tampering.

4.2 SOC 2 Compliance

Surfaice is committed to maintaining controls aligned with the AICPA Trust Services Criteria covering Security, Availability, and Confidentiality. Surfaice will provide Customer with a copy of its most current SOC 2 Type I report upon written request, subject to execution of a non-disclosure agreement.

4.3 Security Incident Notification

In the event Surfaice becomes aware of a confirmed security breach affecting Customer Content, Surfaice will notify Customer without undue delay and in no event later than seventy-two (72) hours after confirming the breach, to the extent permitted by law. Notification will include the nature of the breach, categories of data affected, and remediation steps being taken.

4.4 Customer Security Responsibilities

Customer is responsible for securing User credentials, configuring access controls within the Service, ensuring that systems used to access the Service meet reasonable security standards, and promptly reporting any suspected security incident or unauthorized access to Surfaice.

5. Confidentiality

5.1 Non-Use and Non-Disclosure

Except as otherwise authorized in these Terms or as needed to fulfill obligations or exercise rights hereunder, each receiving party will: (a) not use the disclosing party's Confidential Information for any purpose outside the scope of these Terms; (b) not disclose the disclosing party's Confidential Information to any third party; and (c) protect the disclosing party's Confidential Information using at least the same protections it uses for its own similar information, but no less than a reasonable standard of care. Confidential Information also includes any third-party data or information shared with the disclosing party under confidentiality agreements that the disclosing party is obligated to protect.

5.2 Permitted Disclosures

A party may disclose Confidential Information to Users, employees, advisors, contractors, and representatives who have a need to know and are bound by confidentiality obligations at least as protective as those in this Section, with the disclosing party remaining responsible for each recipient's compliance. A party may also disclose Confidential Information as required by applicable law or court order, provided it gives the other party prompt written notice (to the extent permitted by law) and cooperates with efforts to obtain confidential treatment at the other party's expense.

5.3 Exclusions

Confidentiality obligations do not apply to information that: (a) the receiving party knew without obligation of confidentiality before disclosure; (b) is or becomes publicly known through no fault of the receiving party; (c) is received from a third party authorized to make the disclosure without restriction; or (d) is independently developed without use of or reference to the disclosing party's Confidential Information.

5.4 Return or Destruction

Upon expiration or termination of these Terms, each party will return or destroy the other party's Confidential Information in its possession or control within ninety (90) days, unless retention is required by applicable law. Upon completion, the receiving party will provide written certification of deletion upon the disclosing party's request. Each party may retain Confidential Information in accordance with its standard backup or record retention policies maintained in the ordinary course of business or as required by law, in which case the confidentiality obligations in this Section continue to apply to retained information.

5.5 Injunctive Relief

A breach of this Section may cause irreparable harm for which monetary damages cannot adequately compensate. Upon actual or threatened breach of this Section, the non-breaching party may seek appropriate equitable relief, including an injunction, in any court of competent jurisdiction without the need to post a bond and without limiting its other rights or remedies.

6. Intellectual Property

6.1 Surfaice IP

Surfaice retains all right, title, and interest in and to the Service, including all software, algorithms, AI models, documentation, interfaces, and related intellectual property, whether developed before or after the effective date of these Terms. Nothing in these Terms transfers ownership of any Surfaice intellectual property to Customer. To the extent Customer acquires any right, title, or interest in any Surfaice IP, Customer hereby assigns all such right, title, and interest to Surfaice and waives any moral rights with respect thereto. No rights or licenses are granted except as expressly set forth herein.

6.2 Customer Content IP

Except for the limited rights in Sections 3.2 and 3.5, Customer retains all right, title, and interest in and to Customer Content.

6.3 Feedback License

If Customer provides Feedback, Customer grants Surfaice a perpetual, irrevocable, royalty-free, worldwide license to use and incorporate such Feedback into the Service without any obligation to Customer.

6.4 Aggregated and Anonymized Data

Surfaice may use Customer Content in aggregated, anonymized, and de-identified form — in a manner that does not identify Customer or any individual — to improve the Service, develop product features, and generate industry benchmarks and reports.

6.5 Logo and Marketing Rights

Surfaice may identify Customer and use Customer's name and logo in marketing materials to identify Customer as a user of Surfaice's products and services.

7. Fees and Payment

7.1 Fees

Customer agrees to pay all fees specified in the applicable Order Form ("Fees"). Unless the Order Form specifies otherwise, all Fees are in U.S. Dollars and are exclusive of taxes. Except for pro-rated refunds expressly permitted in these Terms or the applicable Order Form, Fees are non-refundable.

7.2 Invoicing

For payment processes with invoicing, Surfaice will send invoices for usage-based Fees in arrears and for all other Fees in advance, in each case according to the payment terms in the Order Form. Customer will pay Surfaice Fees and taxes in U.S. Dollars unless the Order Form specifies otherwise.

7.3 Automatic Payment

For payment processes with automatic payment, Surfaice will automatically charge the payment method on file for Fees according to the applicable payment terms, and Customer authorizes all such charges. Surfaice will make Customer's billing history available to Customer.

7.4 Taxes

Fees are exclusive of all applicable taxes. Customer is responsible for all duties, taxes, and levies that apply to Fees, including sales, use, VAT, GST, or withholding that Surfaice itemizes and includes in an invoice. Customer is not responsible for Surfaice's income taxes.

7.5 Late Payment

Overdue undisputed amounts will accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

7.6 Payment Disputes

If Customer has a good-faith disagreement about Fees charged or invoiced, Customer must notify Surfaice of the dispute before payment is due, or within thirty (30) days of an automatic payment, and must pay all undisputed amounts on time. The parties will work together to resolve the dispute within fifteen (15) days of notice. If no resolution is reached, each party may pursue any available remedies under these Terms or applicable law.

7.7 Suspension for Non-Payment

If Customer has an outstanding, undisputed balance on its account for more than thirty (30) days, Surfaice may temporarily suspend Customer's access to the Service with or without notice, though Surfaice will try to inform Customer before suspending when practical. Surfaice will reinstate Customer's access once the underlying payment issue is resolved.

8. Term and Termination

8.1 Term

These Terms commence on the date Customer first accepts them or signs an Order Form and continue for the subscription term specified in the applicable Order Form. Subscription terms automatically renew for successive periods equal to the initial term unless either party provides written notice of non-renewal before the non-renewal notice date specified in the Order Form, or at least thirty (30) days before the end of the then-current term if no date is specified.

8.2 Pilot Period

If Customer opts for a pilot period, its terms and duration will be specified in the applicable Order Form and may precede the full subscription term. Upon successful completion of the pilot period, and subject to mutual agreement, the full subscription term will commence as specified in the Order Form.

8.3 Termination for Cause

Either party may terminate these Terms or an applicable Order Form immediately upon written notice if:

The other party fails to cure a material breach within thirty (30) days after receiving written notice describing the breach in reasonable detail;
The other party materially breaches these Terms in a manner that cannot be cured;
The other party dissolves or stops conducting business without a successor;
The other party makes an assignment for the benefit of creditors; or
The other party becomes subject to insolvency, receivership, or bankruptcy proceedings that continue for more than sixty (60) days.

8.4 Termination for Force Majeure

Either party may terminate an affected Order Form upon written notice if a Force Majeure Event prevents the Service from materially operating for thirty (30) or more consecutive days. In such case, Surfaice will provide Customer a pro-rated refund of any prepaid Fees for the remainder of the subscription period. A Force Majeure Event does not excuse Customer's obligation to pay Fees accrued prior to termination.

8.5 Effect of Termination

Termination of these Terms automatically terminates all Order Forms governed by these Terms. Upon any expiration or termination:

All rights and licenses granted hereunder will terminate and Customer will cease all use of the Service;
Surfaice will use commercially reasonable efforts to facilitate the transfer or independent use of AI Agents for Customer, ensuring minimal disruption to Customer's internal business processes;
Customer Content will be deleted within sixty (60) days of Customer's written request, subject to Section 3.9;
Each party will return or destroy the other party's Confidential Information within ninety (90) days, subject to Section 5.4;
Surfaice will submit a final invoice for all outstanding Fees accrued before termination and Customer will pay the invoice pursuant to Section 7.

8.6 Survival

The following Sections survive expiration or termination: Sections 1 (Definitions), 3.3–3.5 (Usage Data, Feedback, Machine Learning), 3.9 (Data Retention), 4 (Security, with respect to obligations regarding retained data), 5 (Confidentiality), 6 (Intellectual Property), 7 (Fees, for amounts accrued or payable), 8.5 (Effect of Termination), 8.6 (Survival), 9 (Representations and Warranties), 10 (Disclaimer), 11 (Limitation of Liability), 12 (Indemnification), and 17 (General Provisions).

9. Representations and Warranties

9.1 Mutual Representations

Each party represents and warrants that: (a) it has the legal power and authority to enter into these Terms; (b) it is duly organized, validly existing, and in good standing under applicable law; (c) these Terms do not conflict with any other agreement to which it is a party; and (d) it will comply with all applicable laws and regulations in connection with its obligations under these Terms.

9.2 Surfaice Warranty

Surfaice represents and warrants that it will not materially reduce the general functionality of the Service during the applicable subscription term.

9.3 Warranty Remedy

If Surfaice breaches the warranty in Section 9.2, Customer must give Surfaice written notice (with sufficient detail for Surfaice to understand or replicate the issue) within forty-five (45) days of discovering the issue. Within forty-five (45) days of receiving sufficient detail, Surfaice will attempt to restore the general functionality of the Service. If Surfaice cannot resolve the issue within that period, Customer may terminate the affected Order Form and Surfaice will provide a pro-rated refund of prepaid Fees for the remainder of the subscription term. This restoration obligation and termination right are Customer's sole remedy for breach of the warranty in Section 9.2.

9.4 Customer Representations

Customer represents and warrants that: (a) it has all necessary rights to submit Customer Content to the Service; (b) Customer Content does not violate any applicable law, regulation, or third-party rights; and (c) Customer will use the Service in compliance with these Terms and all applicable laws.

10. Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." SURFAICE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SURFAICE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED. THESE DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE WARRANTIES IN SECTION 9 DO NOT APPLY TO ANY MISUSE OR UNAUTHORIZED MODIFICATION OF THE SERVICE, NOR TO ANY PRODUCT OR SERVICE PROVIDED BY ANYONE OTHER THAN SURFAICE.

11. Limitation of Liability

11.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS OR REVENUES (WHETHER DIRECT OR INDIRECT), LOSS OF DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF THE PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. THIS LIMITATION DOES NOT APPLY TO A BREACH OF SECTION 5 (CONFIDENTIALITY).

11.2 Aggregate Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11.3 Applicability

The limitations and waivers in this Section apply to all liability, whether in tort (including negligence), contract, breach of statutory duty, or otherwise.

11.4 Exceptions

The foregoing limitations do not apply to: (a) either party's indemnification obligations under Section 12; (b) damages arising from a party's gross negligence or willful misconduct; (c) Customer's payment obligations under Section 7; or (d) any liability that cannot be limited under applicable law.

11.5 Essential Basis

The parties acknowledge that the limitations in this Section reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between the parties.

12. Indemnification

12.1 By Surfaice

Surfaice will indemnify, defend, and hold harmless Customer from and against third-party claims, damages, awards, settlements, costs, and expenses (including reasonable attorneys' fees) arising from: (a) allegations that the Service, as provided by Surfaice and used in accordance with these Terms, infringes any third-party intellectual property rights; (b) Surfaice's gross negligence or willful misconduct; or (c) data breaches caused by Surfaice's failure to implement reasonable security measures.

12.2 By Customer

Customer will indemnify, defend, and hold harmless Surfaice from and against third-party claims, damages, awards, settlements, costs, and expenses (including reasonable attorneys' fees) arising from: (a) misuse of the Service by Customer or Users; (b) Customer's violation of applicable law or regulation; or (c) Customer Content, including submission of third-party data without proper authorization.

12.3 Procedure

The indemnifying party's obligations are contingent upon the protected party: (a) promptly notifying the indemnifying party in writing of the claim; (b) granting the indemnifying party sole control of the defense and settlement; and (c) providing reasonable cooperation and assistance at the indemnifying party's expense. The protected party may participate with its own attorneys at its own expense. The indemnifying party may not agree to any settlement that contains an admission of fault or materially and adversely impacts the protected party without the protected party's prior written consent.

12.4 Changes to the Service

If required by settlement or court order, or if deemed reasonably necessary in response to an indemnified claim against Customer, Surfaice may: (a) obtain the right for Customer to continue using the Service; (b) replace or modify the affected component without materially reducing general functionality; or (c) if neither (a) nor (b) is reasonable, terminate the affected Order Form and issue a pro-rated refund of prepaid Fees for the remainder of the subscription period.

12.5 Exclusions

Surfaice's indemnification obligations do not apply to claims arising from: (a) modifications to the Service not authorized by Surfaice or made in compliance with Customer's instructions; (b) unauthorized use of the Service; (c) use of the Service in combination with items not provided by Surfaice; (d) use of an older version of the Service where a newer version would avoid the claim; or (e) Customer Content.

13. Privacy and Data Protection

13.1 Privacy Policy

Surfaice's collection and use of personal data in connection with the Service is governed by Surfaice's Privacy Policy, available at surfaice.pro/privacy, which is incorporated into these Terms by reference.

13.2 Data Processing Agreement

To the extent Customer Content includes personal data subject to applicable data protection laws (including GDPR or CCPA), the parties will execute a Data Processing Agreement ("DPA") governing the processing of such personal data. The DPA is incorporated into these Terms by reference upon execution.

13.3 Subprocessors

Surfaice may engage third-party subprocessors to assist in providing the Service. A current list of subprocessors is available upon written request. Surfaice will ensure subprocessors are bound by data protection obligations no less protective than those imposed on Surfaice herein.

14. Availability and Service Levels

14.1 Commercially Reasonable Efforts

Surfaice will use commercially reasonable efforts to make the Service available on a continuous basis. Surfaice targets a monthly uptime of 99.5%, excluding scheduled maintenance and circumstances beyond Surfaice's reasonable control.

14.2 Scheduled Maintenance

Surfaice will provide at least forty-eight (48) hours advance notice of scheduled maintenance expected to cause material Service unavailability, except in cases of emergency maintenance required to address security vulnerabilities or critical defects.

14.3 Service Level Agreement

Enterprise customers may be entitled to additional service level commitments and remedies as specified in their applicable Order Form or separately executed Service Level Agreement.

15. Third-Party Integrations

The Service may integrate with or connect to third-party platforms, systems, or services, including lease management systems, ERP platforms, and real estate data providers ("Third-Party Services"). Surfaice does not control Third-Party Services and is not responsible for their availability, accuracy, security, or compliance. Customer's use of Third-Party Services is subject to applicable third-party terms. Surfaice will not be liable for any damages or losses arising from Third-Party Services or Customer's reliance on data obtained through Third-Party Services.

16. Beta Products

If Surfaice grants Customer access to a Beta Product, the Beta Product is provided "AS IS" and the warranty in Section 9.2 does not apply to Beta Products. Customer acknowledges that Beta Products are experimental in nature and may be modified or removed at Surfaice's discretion with or without notice.

17. General Provisions

17.1 Governing Law and Jurisdiction

These Terms are governed by the laws of the State of California, United States, without regard to its conflict of law provisions. Any disputes arising under these Terms will be subject to the exclusive jurisdiction of the state and federal courts located in California, and each party irrevocably submits to the personal jurisdiction of such courts.

17.2 Dispute Resolution

Before initiating litigation, the parties agree to attempt to resolve any dispute informally. Either party may notify the other in writing of a dispute, and the parties will negotiate in good faith for a period of thirty (30) days before pursuing formal legal remedies, unless the dispute involves imminent or actual harm requiring emergency relief.

17.3 Force Majeure

Neither party will be liable for delays or failures in performance resulting from a Force Majeure Event. The affected party will promptly notify the other and use commercially reasonable efforts to resume performance. This section does not excuse Customer's obligation to pay Fees accrued prior to the Force Majeure Event.

17.4 Assignment

Neither party may assign or transfer these Terms or any rights or obligations hereunder without the other party's prior written consent. However, either party may assign these Terms upon notice in connection with a merger, change of control, reorganization, or sale of all or substantially all of its equity, business, or assets to which these Terms relate. Any attempted assignment in violation of this section is void. These Terms will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

17.5 Entire Agreement

These Terms, together with any applicable Order Form, DPA, and documents incorporated by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, representations, and understandings. Surfaice expressly rejects any additional or different terms in Customer's purchase order or similar document, which may only be used for accounting or administrative purposes. In the event of a conflict between these Terms and an Order Form, the Order Form will control solely with respect to the specific terms addressed therein.

17.6 Modifications, Severability, and Waiver

Any waiver, modification, or change to these Terms must be in writing and signed or electronically accepted by each party. If any provision of these Terms is found to be invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect. A party's failure to enforce any provision will not constitute a waiver of that party's right to enforce it in the future.

17.7 Notices

All notices required under these Terms must be in writing and delivered to the Notice Address specified in the applicable Order Form, or to Surfaice at legal@surfaice.pro. Notices are effective: (a) upon confirmed delivery if by email, registered or certified mail, or personal delivery; or (b) two days after mailing if by overnight commercial delivery.

17.8 Relationship of Parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties. Neither party is authorized to bind the other to any liability or obligation.

17.9 No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties and their permitted successors and assigns. Nothing in these Terms confers any rights or remedies on any third party.

17.10 Export Controls and Sanctions

Customer may not remove or export from the United States, or allow the export or re-export of, the Service or any related technology or materials in violation of any restrictions, laws, or regulations of the U.S. Department of Commerce, OFAC, or any other applicable governmental authority. Customer represents and warrants that it is not: (a) a resident or national of an embargoed country; (b) an entity organized under the laws of an embargoed country; (c) designated on any list of prohibited, restricted, or sanctioned parties maintained by the U.S. government, including OFAC's Specially Designated Nationals and Blocked Persons List; nor (d) fifty percent (50%) or more owned by any party so designated. Surfaice may terminate these Terms immediately without notice or liability to comply with applicable export controls and sanctions laws and regulations.

17.11 Government Rights

The Technology Platform and Software are deemed "commercial items" or "commercial computer software" as defined under FAR Section 12.212 and DFAR Section 227.7202, and related documentation is "commercial computer software documentation" as defined under DFAR Section 252.227-7014(a)(1) and (5). Any use, modification, reproduction, release, performance, display, or disclosure of the Service by the U.S. Government will be governed solely by these Terms, and all other use is prohibited.

17.12 Anti-Bribery

Neither party will take any action that would constitute a violation of any applicable law prohibiting the offering, giving, promising, or receiving, directly or indirectly, money or anything of value to any third party to assist in retaining or obtaining business, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010.

17.13 Counterparts and Electronic Signatures

These Terms and any Order Form may be executed in counterparts, including by electronic signature or acceptance mechanism, each of which will be deemed an original and all of which together will constitute one agreement. Electronic signatures are deemed valid and binding.

17.14 Titles and Interpretation

Section titles are for convenience and reference only. All uses of "including" and similar phrases are non-exhaustive and without limitation. The United Nations Convention for the International Sale of Goods and the Uniform Computer Information Transaction Act do not apply to these Terms.

17.15 Changes to These Terms

Surfaice may update these Terms from time to time. Surfaice will provide at least thirty (30) days' written notice of material changes. Customer's continued use of the Service after the effective date of updated Terms constitutes acceptance. If Customer does not agree to material changes, Customer may terminate its subscription upon written notice within the notice period for a pro-rated refund of prepaid Fees.

18. Contact Information

For questions regarding these Terms, please contact:

Surfaice, Inc. (SURFAICE.PRO Inc.) 320 High St, Palo Alto, CA 94301 Email: legal@surfaice.pro Website: surfaice.pro

By accessing or using the Surfaice Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.