Terms And Conditions

Terms and Conditions

 

TERMS OF USE

Welcome to Surcle. Please read on to learn the rules and restrictions that govern your use of our website(s), products, services and applications (the “Services”).  The following terms of use (“Terms”) governs access and use of the Services offered by Sourceability North America, LLC and/or any of its related, affiliated or subsidiary companies (collectively “Sourceability,” “we” or “us”), which may own and/or operate the internet site located at http://www.surcle.io along with any related websites, networks or applications (collectively the “Site” or “Surcle.io”).  By accessing, browsing, using the Site, or registering on www.surcle.io, you (the “User”) understand that the Terms are a binding contract between you and Sourceability, and agree to these Terms, including the Privacy & Cookie Policy (“Privacy Policy”) and our Digital Millennium Copyright Act (“DMCA”) Procedure (“Copyright Dispute Policy”) incorporated into this contract. Certain services, some of which may be provided by third parties, may be subject to additional terms and conditions as may be set forth in these Terms, and your use of the Site and our Services constitutes your agreement to all applicable additional terms.  If you have any questions, comments, or concerns regarding these Terms or the Services, please contact us.   

PLEASE READ VERY CAREFULLY THE FOLLOWING TERMS BEFORE SIGNING UP OR USING THE SERVICES.  ACCESSING OR OTHERWISE USING THE SERVICES REQUIRES YOU TO AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.  BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR OTHERWISE PURCHASING OR ACCESSING ANY OF THE SERVICES, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES.  IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT AND YOU MAY NOT USE THE SERVICES.    

TABLE OF CONTENTS

  1. ELIGIBILITY
  2. SIGNING UP TO OUR SERVICES
  3. CHALLENGES
  4. YOUR RIGHTS AND OBLIGATIONS
  5. USER RESTRICTIONS
  6. ACCEPTABLE USE POLICY
  7. FEES
  8. TERM AND TERMINATION
  9. PROPRIETARY RIGHTS AND LICENSES; TRADEMARK INFORMATION
  10. THIRD PARTY SITES, SERVICES AND/OR RESOURCES
  11. COPYRIGHT DISPUTE POLICY
  12. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS
  13. MODIFICATION
  14. GOVERNING LAW AND JURISDICTION
  15. GENERAL PROVISIONS
  16. ELIGIBILITY

You may use the Site only if you are over 18 years of age, an emancipated minor, or if you possess legal parental or guardian consent, are fully capable of forming a binding contract with Surcle and are not barred from using the Site under applicable law.  If you are between the ages of 14 and 18, you will need your parents’ supervision or that of your legal guardians to use the Site.  Accordingly, children (persons under the age of 13) are not eligible to use the Site in any way. This is because the Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before knowingly collecting personally identifiable information online from children who are under 13.

  1. SIGNING UP TO OUR SERVICES

Signing up to our Services may require you to register for an account, and select a password and username (“User ID”). You agree that the registration information you provide us about yourself (Your Profile) is up to date, complete and accurate. During your registration process, you agree to the following:

  • Select as your User ID a name that you have the right to use; selecting another person’s name with the intent to impersonate that person is strictly prohibited.
  • You will not share your account or password with anyone, and you must protect the security of your account and your password.
  • Your account is not transferable without our prior written authorization.
  • You’re responsible for any activity associated with your account.
  • You will not sign up or register with more than one account or control more than one active User ID.
  • If we determine, in our sole discretion, that you have failed to follow the rules above, we may disqualify you from any Challenges (defined in the next section below) and or from using our Services without notice, and revoke access to your User ID.

By signing up to our Services you understand and agree that Sourceability is not responsible for your using the Services in a way that breaks the law.  To be clear, you are not authorized to use the Services if your use of the Services is prohibited in any way by applicable law.

  1. CHALLENGES

Challenges and Contributions.  All Challenges on Surcle must encompass skill-based challenges (a “Challenge” or “Challenges”) and exclude games of chance.  Accordingly, Users may not use or attempt to use the Service to host any such game of chance.  Once you have signed up on the Site or registered for our Services, you may enter an existing Challenge on the Site participate on a team (a “Team”) or create a Challenge of your own or on behalf of your organization.  Entering or creating a Challenge, participating on a Team and other features of the Site will enable you to upload, post, share, store or otherwise provide your own content, research, idea, or comments (your “Contribution(s)”) to the Site.  As defined in these Terms, Users that post or host Challenges for other Users to participate in may be referred to as a Challenge Sponsor.  Users that elect to participate in Challenges hosted by a Challenge Sponsor may be referred to as a Solution Provider.  Users may be either Challenge Sponsors or Solution Providers, but not both for a particular Challenge.

Challenge Sponsor Obligations. Challenge Sponsors are responsible for providing, in a conspicuous manner, Solution Providers with guidelines, rules for participation, how and when a Solution Provider must submit an entry to a Challenge (“Challenge Entry”), standards and conditions for selecting a winner, the prize awarded to such winner and when such prize will be awarded (“Challenge Rules”) in a submission made available to all Solution Providers, the submission hereinafter referred to as a Challenge Agreement.  To keep certain Challenges fair, Challenge Sponsors (including any User from Challenge Sponsor’s organization) may not be allowed to compete in its hosted Challenge and may not be entitled to receive a prize or otherwise affect selection of the winner (Winning Entry), as shall be indicated in the Challenge Rules set forth in a Challenge Agreement.  For avoidance of doubt, in order to preserve a fair and equitable review process, any member of a Challenge review panel will be disqualified from participating in the Challenge subject to their review. .  Additionally, Surcle will require all Challenge Sponsors (and any User from Challenge Sponsor’s organization) to request authorization from Surcle to cancel a Challenge.  The rights granted in the Challenges Entries and Winning Entries are set forth below in Section 4.

Solution Provider Obligations. In addition to agreeing with these Terms, all Solution Providers must comply with all Challenge Rules.

Challenge Rules.  All Challenge Rules must comply with all applicable laws and these Terms. The Challenge Rules must be objective and must apply impartially to all Challenge Entries.  To select the Winning Entry, the Challenge Sponsor must apply the Challenge Rules provided at the time of creating or posting the Challenge and select the Solution Providers with the best rankings based on the Challenge Rules. 

Disqualifications.  In the event that Surcle believes, becomes aware of, suspects, or determines that a Solution Provider, Challenge Sponsor or Challenge is in violation of these Terms or otherwise poses a risk to Surcle, the Service or another User of the Service, all Users acknowledge and agree that Surcle may, at any time in its sole discretion and without any liability but without any obligation to do so, remove or disqualify the Solution Provider, the Challenge Sponsor or the Challenge.

No Liability by Surcle.  Surcle shall have no liability for any actions or content of a Challenge Sponsor or a Solution Provider or any interaction between Challenge Sponsors and Solution Providers, their Team members or members of their organization. Although from time to time Surcle may, at its own discretion, offer a template to a Challenge Sponsor for use and or adoption as that Challenge Sponsor’s Challenge Rules, the Challenge Sponsor will nevertheless remain fully and solely responsible to ensure that the Challenge Rules comply with applicable law.  Surcle has no obligation to become involved in disputes between Users (for example, between a Solution Provider and a Challenge Sponsor) or between Users and any third party relating the use of the Services. Although Surcle will not necessarily be selecting Winning Entries, Surcle may be called upon to manage a Challenge and or help determine winners in collaboration with a Challenge Sponsor in accordance with that Challenge Sponsor’s Challenges Rules. . In either case, when you host or participate in a Challenge, you release Surcle from claims, damages, and demands of every kind — known or unknown, suspected or unsuspected, disclosed or undisclosed — arising out of or in any way related to such disputes and the Services. All content you access or submit via the Services is at your own risk. You are solely responsible for any resulting damage or loss to any party.

Challenges may be Public and Non-Confidential.  Contributions are typically entirely voluntary, non-confidential and gratuitous unless otherwise indicated. Challenge Sponsors and Solution Providers understand that Surcle is under no obligation to keep confidential or prevent the disclosure of a Challenge or a Challenge Entry unless Surcle decides at its own discretion to hold a Challenge private and informs each Challenge Sponsor and Solution Provider of the private nature of the Private Challenge, prior to or at signing up for the Private Challenge. 

  1. YOUR RIGHTS AND OBLIGATIONS

Ownership Rights. Your Contributions are your own and any license you grant Surcle or any other party under these Terms, is not intended to affect your ownership in such Contributions unless otherwise indicated. 

  1. License to Use Contributions. To encourage collaboration between Users and unless otherwise indicated, all Users agree to grant to Surcle, any person or entity sponsoring a Challenge or Team (“Sponsor”), and to any other Users an unrestricted, perpetual, irrevocable, sub-licensable, non-exclusive, fully-paid up, and royalty-free worldwide license to use, improve upon, display, perform and distribute any ideas, expression of ideas, all Contributions or other materials submitted on the Site, without restrictions of any kind and without any payment or other consideration of any kind, or permission or notification, to you or any third party.Challenge Sponsors agree not to use contributions of Solution Provider of those Solution Providers that are not a Winning Entry.

License to Modify.  All Users grant Surcle and its Sponsors to translate, modify (for technical purposes, for example making sure your content is viewable on mobile devices as well as a computers), combine with other works, and reproduce and otherwise act with respect to such Contributions, in each case to enable us to operate the Services, as described in more detail below.

License to Display Content to You.  If you store a Contribution in your own personal Surcle account, in a manner that is not viewable by any other User except you (a “Personal Contribution”), you grant Surcle the license above, as well as a license to display, perform, and distribute your Personal Contribution for the sole purpose of making that Personal Contribution accessible to you and providing the Services necessary to do so.

Your Representations.  You represent and warrant each of the following:

  • You are the owner of all Contributions and have all legal right and authority to grant Surcle and its Sponsors the license and rights set forth herein.
  • All necessary licenses, permissions, releases and consents required (including without limitation, privacy releases and/or publicity releases necessary for Contributions depicting people, products, businesses, or other content) have been obtained for you to grant the licenses contained herein.
  • To the best of your knowledge, your Contributions do not infringe upon any other individual’s or entity’s rights.
  • You understand that disclosure of your Contribution to Surcle or a Sponsor does not establish a confidential relationship or obligate Surcle or a Sponsor to treat your Contribution (or any related content) as secret or confidential.
  • You understand that Surcle or a Sponsor has no obligation, either express or implied, to develop or use your Contribution.
  • You understand that Surcle and its Sponsors assume no obligation with respect to any Contribution.
  • You acknowledge that Surcle or a Sponsor, directly or indirectly, may be working on the same Contribution or a similar Contribution to your Contribution, or already know of such Contribution from other sources.
  • You also understand that other Users may be working on the same or a similar Contribution.
  • Your Contribution, including any personally identifiable information, is voluntary and subject to the Privacy Policy.
  • You understand that all Contributions, as well as your username and user photo/image (if uploaded to Your Profile and made visible to other Users), will be deemed public and not confidential unless otherwise indicated.
  • You are responsible for the content of your Contribution and agree to defend (at Surcle’s option and at your sole expense), indemnify and hold Surcle and any Sponsor harmless from any damages, losses, costs, or expenses, including attorneys’ fees, which Surcle and a Sponsor may incur as a result of your Contribution.
  • You agree that (except to the extent that these terms are superseded by a separate agreement in writing by you and Surcle or a Sponsor) you hereby irrevocably release and forever discharge Surcle and its Sponsors from any and all actions, causes of action, claims, damages, liabilities and demands, whether absolute or contingent and of any nature whatsoever, which you now have or hereafter can, shall or may have against Surcle and its Sponsors and their affiliates and subsidiaries or their respective successors and assigns with respect to your Contribution, including without limitation in respect of how Surcle or a Sponsor directly or indirectly uses your Contribution.
  • You agree to comply with Surcle’s requirements with respect to our Copyright Dispute Policy in Section 12 below.
  • If you are viewing the Site on a public computer or are otherwise using a computer to which multiple people have potential access, you agree to follow good practice and ensure that you are sufficiently disconnected and logged off this Site and the computer system you are using to prevent unauthorized Contributions.
  • You agree that Surcle and its Sponsors shall not be responsible for any fees that are or become payable as a result of the copying, distribution or display of the Contributions, including without limitation fees: (i) for any images or video recording embodied in the Contributions; (ii) for any composition or underlying works embodied in any Contributions; or (iii) to any actor, model, writer, creator, composer, artist or artist affiliated entity.
  1. USER RESTRICTIONS

Your use of the Services is subject to the following additional restrictions.  You represent, warrant, and agree that you will not submit any Contributions or otherwise use the Services or interact with the Services in a manner that:

  • Infringes or violates the intellectual property rights or any other rights of anyone else (including Surcle);
  • Violates any law or regulation, including any applicable export control laws;
  • Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable; Jeopardizes the security of your Surcle account or anyone else’s (such as allowing someone else to log in to the Services as you);
  • Attempts, in any manner, to obtain the password, account, or other security information from any other User;
  • Violates the security of any computer network, or cracks any passwords or security encryption codes;
  • Runs Mail list, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
  • “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
  • Copies or stores any significant portion of the Contribution;
  • Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.

Committing any of the aforementioned acts is grounds for termination of your right to use or access the Services.  We may also consult and cooperate with law enforcement authorities to prosecute Users who violate the law.

  1. ACCEPTABLE USE POLICY

Only registered Users may submit any Contributions to the Site or share any information with other Users, Teams or Sponsors via the Site.  All Contributions must be in accordance with these Terms and meet any guidelines that may be set forth in the Challenge Rules.  Accordingly, all Users agree to meet any additional terms and conditions provided by the Challenge Sponsor and or their Teams. 

Users are not permitted to provide via the Site any confidential or proprietary information or materials otherwise subject to use restrictions.  Surcle advises against providing personally identifiable information, other than a name and last name in Your Profile, as it is not necessary in order to use the Services. It is up to each User whether to upload or share personal information to Your Profile including uploading photographs of themselves, or to choose to make such information visible to other Users.

Unless expressly authorized in the Challenge rules, Team guidelines or on the Site, Users are prohibited from posting or transmitting any “sensitive” personally identifiable information over the Site, which may include, but not be limited to, any information about the User or another person that may relate to health or medical conditions, social security numbers or national identifiers, credit cards, bank accounts, other financial information, other information concerning trade union membership, sex life, political opinions, criminal charges or convictions, religious or philosophical beliefs, racial or ethnic origin, or other sensitive matters. Users are also prohibited from:

  • using the Site to send or post harassing, abusive, or threatening messages;
  • transmitting through the Site any information, data, text, files, links, images, software, or other materials that Surcle considers to be unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, pornographic, hateful, racially, ethnically or otherwise objectionable or which threatens our relationships with our Users, partners, customers or suppliers and Sponsors;
  • attempting to conceal or misrepresenting the identity of the sender, User or person submitting the information, or impersonate any individual (real names, email addresses and other information must be used);
  • disrupting the normal flow of the Site, including participating in negative dialogue on the Site or otherwise act in a manner that negatively affects other Users; or posting any unsolicited chain letters, advertising, promotional materials, contests, or any other commercial or non-commercial solicitations;
  • sending spam or other direct marketing communications or posting, transmitting or linking to unsolicited advertising, promotional materials, or any other forms of solicitation or commercial content;
  • intentionally or unintentionally performing or promoting any activity that would violate any applicable local, state, national or international law, including but not limited to any regulations having the force of law while using or accessing the Site;
  • posting or transmitting executable programming of any kind, including viruses, spyware, trojan horses, easter eggs, or any other form of computer programming;
  • posting Contributions or using the Site in such a way that damages the image or rights of Surcle, Sponsors, other Users, and third parties, including posting Contributions that breach the copyright (or other proprietary rights) of third parties; and
  • from creating any frames at any other websites pertaining to any portion(s) of this Site.

If you are using this Site on a public computer or are otherwise using a computer to which multiple people have potential access, you agree to follow good practice and ensure that you are sufficiently disconnected and logged off this Site and the computer system you are using to prevent unauthorized Contributions.

  1. FEES

Our Services may be free or we may charge a fee. We will notify you before any Services you are currently using begin carrying a fee, or whether a fee is required before you may begin using such Services.  If we do decide to charge such a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services.

  1. TERM AND TERMINATION

Unless you are hosting an active Challenge, you may terminate your account and stop using the services at any time. Surcle also has the right to terminate or suspend your account at any time, for any reason, including violating any of these terms. Surcle has the sole right to decide whether you are in violation of the Terms. Please note that account termination may result in destruction of any content associated with your account. See our Privacy Policy for how we handle your information after your account has been terminated.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.

  1. PROPRIETARY RIGHTS AND LICENSES; TRADEMARK INFORMATION

The Site is owned and operated by Surcle. The visual interfaces, graphics, design, compilation, information, computer code, products, software (including any downloadable software), services, and all other elements of the Site provided by Surcle (the “Materials”) are protected by copyright, trade dress, author’s rights, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any Contributions and content submitted by you and other Users, all Materials contained on the Site are the copyrighted property of Surcle or its subsidiaries or affiliated companies and/or Sponsors, or third-party licensors.

Users are granted a non-exclusive, revocable right to use the Site for its intended purpose provided that Users do not sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials.

Users are granted a limited license to use the Materials, solely for personal, non-commercial use, to submit any Contribution, or other content, subject to these Terms. Nothing herein shall be construed as conferring in any manner, whether by implication, estoppel or otherwise, any title or ownership of, or exclusive use-rights to any intellectual property right.

All trademarks, service marks, and trade names are proprietary to Surcle or its affiliates or Sponsors and/or third-party licensors.  Surcle and the Surcle logo are the trademarks of Surcle. All other trademarks, service marks, domain names, logos and company names referred to on the Site are either trademarks, registered trademarks, service marks, domain names, logos, company names of or are otherwise the property of Surcle, Sponsors or other participating parties. Surcle, Sponsors claim rights associated with unregistered trademarks, service marks, domain names, logos, and company names. Other product or company names referred to on the Site may be trademarks of the Sponsors or their respective owners, partners or participating parties. You may not use any trademark, service mark, domain name, logo, or company name of Surcle, a Sponsor or any third party without permission from the owner of the applicable trademark, service mark, domain name, logo or company name.

  1. THIRD PARTY SITES, SERVICES AND/OR RESOURCES

The Site may contain links to third-party websites, services and/or resources. We provide these links as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such sites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites, services and/or resources and acknowledge such use is subject to any terms of use of those websites, services and/or resources.

Surcle has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, Surcle will not and cannot monitor, verify, censor or edit the content of any third-party site or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.

  1. COPYRIGHT DISPUTE POLICY

In operating the Site, Surcle may act as a “services provider” as defined by the DMCA, and offer services as an online provider of materials and links to third-party websites.

Infringement Notification Procedures

It is Surcle’s policy to respond to notices of alleged infringement that comply with the DMCA. In addition, Surcle will promptly terminate without notice the accounts of Users that are determined by Surcle to be “repeat infringers.” A repeat infringer is a User who has been notified by Surcle of infringing activity violations more than twice and/or who has had a Contribution removed from a Surcle Site more than twice.

To file a copyright infringement notification with us, you will need to send a written communication that sets forth the items specified below (please consult your legal counsel or see Section 512(c)(3) of the Digital Millennium Copyright Act to confirm these requirements):

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material. Providing URLs in the notice is the best way to help us locate content quickly.
  • Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
  • A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law (for example, “I am under the good faith belief that the use of the copyrighted content that is identified herein is not authorized by the copyright owner, its agent, or the law.”).
  • A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed (for example, “I swear, under penalty of perjury, that the information in this notification is accurate and that I am the copyright owner, or authorized to act on behalf of the copyright owner, of the copyright(s) that is (are) allegedly infringed by the aforementioned content.”).

To expedite our ability to process your request, such written notice should be sent to our designated copyright agent via email at legal@surcle.io or via regular mail to the following address:

Sourceability North America LLC

Attention: Jens Gamperl

8880 NW 20th Street Suite J

Doral, Florida 33172

Fax no.: 786-713-3187

E-mail address: jensg@sourceability.com

For clarity, only DMCA notices should go to the Surcle designated copyright agent. Any other feedback, comments, requests for technical support or other communications should be directed to Surcle through support@surcle.io. You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.

Please note that under Section 512(f) any person who materially misrepresents that material or activity is infringing may be subject to liability for damages (including costs and attorneys’ fees). Please also note that the information provided in this legal notice may be forwarded to the person who provided the allegedly infringing content.

Counter-Notification Procedures

The process for counter-notifications is governed by Section 512(g)(3) of the Digital Millennium Copyright Act. To file a counter-notification with us, you will need to send a written communication that sets forth the items specified below (please consult your legal counsel or see Section 512(g)(3) of the Digital Millennium Copyright Act to confirm these requirements):

  • A physical or electronic signature of the User.
  • Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled. Providing the specific URL(s) of the material that Surcle has removed or to which Surcle has disabled access is the best way to help us locate content quickly.
  • Your full name, address, telephone number, and email address, and the Username of your Surcle account.
  • A statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located (or any judicial district in which Surcle may be found if your address is outside of the United States), and that you will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.
  • A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled (for example, “I swear, under penalty of perjury, that I have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.”).

Send the written communication to our designated copyright agent via email at legal@surcle.io or via regular mail to the following address:

Sourceability North America LLC

Attention: Jens Gamperl

8880 NW 20th Street Suite J

Doral, Florida 33172

Fax no.: 786-713-3187

E-mail address: jensg@sourceability.com

Please note that under Section 512(f) of the Copyright Act, any person who materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. Accordingly, if you are not sure whether certain material infringes the rights of others, we suggest you consult your legal counsel.

Next Steps

After we receive your counter-notification, we will forward it to the party who submitted the original claim of copyright infringement. Please note that when we forward the counter-notification, it includes your personal information. By submitting a counter-notification, you consent to having your information revealed in this way.

After we send out the counter-notification, the claimant must then notify us within 10 days that he or she has filed an action seeking a court order to restrain you from engaging in infringing activity relating to the material on Surcle. If we receive such notification, we will be unable to restore the material. If we do not receive such notification, we may reinstate the material.

DISCLAIMER: WE ARE NOT YOUR ATTORNEYS, AND THE INFORMATION PRESENTED HERE IS NOT LEGAL ADVICE. WE PRESENT THIS INFORMATION FOR INFORMATIONAL PURPOSES ONLY.

  1. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

Any information or content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such content originated, and you access all such information and content at your own risk, and we aren’t liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Materials or what actions you may take as a result of having been exposed to the Materials, and you hereby release us from all liability for you having acquired or not acquired Materials through the Services.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE. YOU UNDERSTAND THAT ALTHOUGH SURCLE MAY SCREEN OR INQUIRE INTO THE BACKGROUND OF ANY USERS OF THE SITE FOR PURPOSES OF VERIFYING THEIR NAME AND QUALIFICATIONS, SURCLE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THEIR QUALIFICATIONS, THE CONDUCT OF USERS OF THE SITE OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.

Warranty Disclaimer. The Site, and any Materials and information on the Site may include technical inaccuracies or typographical errors. Surcle may make changes or improvements at any time without notice. Neither Surcle nor its Sponsors, licensors or suppliers makes any representations or warranties concerning any content contained in or accessed through the Services (including, without limitation, Challenges), and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided “AS IS” and without any warranty of any kind from Surcle or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product). THE SERVICES AND CONTENT ARE PROVIDED BY Surcle (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL Surcle (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO Surcle IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”

Save as provided in these Terms, you shall have no remedy in respect of any untrue statement (whether written or oral) made to you upon which you rely in agreeing to these Terms (a “Misrepresentation”) and Surcle shall have no liability to you other than pursuant to these Terms. Nothing in these Terms shall exclude or limit Surcle’s or a its Sponsors’ liability for (i) fraud or willful misconduct; (ii) death or personal injury caused by its negligence or gross negligence; or (iii) any liability which cannot be excluded or limited by law.

Indemnity. To the fullest extent allowed by applicable law, you agree to indemnify and hold Surcle, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims (including from other Users) relating to (a) your submissions to the Services, (b) your use of the Services (including any actions taken by a third party using your account), and (c) your violation of these Terms.

  1. MODIFICATION

We’re always trying to improve the Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We’ll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn’t always practical. Similarly, we reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.

  1. GOVERNING LAW AND JURISDICTION

Choice of Law; Arbitration. These Terms are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in Orange County, California, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, Orange County, California, Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND Surcle ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

  1. GENERAL PROVISIONS

These Terms, the Privacy Policy, the Copyright Dispute Policy, and any applicable Challenge Rules and/or Team guidelines constitute the entire and exclusive understanding and agreement between Surcle and you relating to use of the Site, and supersede and replace any and all prior oral or written understandings or agreements between Surcle and you regarding the same.

If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, such provision will be deemed omitted and the other provisions of these Terms will remain in full force and effect.

You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Surcle’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

Any notices or other communications provided by Surcle under these Terms, including those regarding modifications to these Terms, will be given: (i) by Surcle via email; or (ii) by posting to the Site. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

Surcle’s failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Surcle. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Updated on: 7/16/2018