Terms of Use
Last revised on: December 3rd, 2024
Welcome to the website of SurePass Inc., a Delaware corporation ("SurePass"). SurePass is sometimes referred to herein as "we," "us," "our," “SurePass” or “Company”. SurePass provides users to be securely and positively identified using biometric data and other technology. These Terms of Use (these “Terms”) govern your use of https://surepass.com and other technology platforms, Internet sites, or related online and mobile services on which these Terms are posted and/or any of SurePass’s web products (including any web applications that you may access or launch through our website or any other SurePass products), and any SurePass software, which are copyrighted works belonging to SurePass, and products and services we provide through them (collectively, the website, web applications, software and other products and services accessed through the website and software, referred to as our “Site”). “You” refers to you as a user of the Site. Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.
THESE TERMS SET FORTH THE LEGALLY BINDING TERMS THAT GOVERN YOUR USE, AND/OR VISITATION, OF THE SITE. BY ACCESSING OR USING THE SITE OR OTHERWISE INDICATING YOUR ACCEPTANCE (OR BY CLICKING TO ACCEPT OR AGREE TO THE TERMS WHEN THIS OPTION IS MADE AVAILABLE TO YOU) YOU ARE ACCEPTING THESE TERMS AND OUR PRIVACY POLICY, FOUND AT HTTPS://SUREPASS.COM/PRIVACY-POLICY, INCORPORATED HEREIN BY REFERENCE (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU (1) HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS AND (2) YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). IF YOU DO NOT WANT TO AGREE TO THESE TERMS OR THE PRIVACY POLICY. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS AND/OR USE THE SITE.
THESE TERMS REQUIRE THE USE OF ARBITRATION (SEE BELOW IN THE “DISPUTE RESOLUTION: SECTION) ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT AS DESCRIBED IN THE “DISPUTE RESOLUTION” SECTION BELOW: (1) YOU MAY PURSUE CLAIMS AND SEEK RELIEF AGAINST US ONLY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.
SurePass may modify these Terms at any time by updating this posting. All changes are effective immediately when we post them, and apply to all access to and use of the Site thereafter. Continued use of our Site following such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes. You are bound by any such modifications and therefore you are expected to visit this page periodically to review these Terms from time to time so you are aware of any changes.
Use of Content
The content contained on Site, such as text, graphics, images, audio, videos, logos, icons, images, audio clips, downloads, interfaces, code, software and other material, as well as the domain names, tagline, organization, the selection and arrangement thereof and user look and feel (collectively, the "Content"), is protected by copyright, trademark and other such laws in the United States and foreign countries, and is owned or controlled by SurePass or by third parties that have licensed their Content to SurePass. By using the Site, you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and its content are owned by SurePass. The Company name, the terms SurePass, the Company logo, and all related names, terms, logos, product and service names, designs, and slogans are trademarks of SurePass or its affiliates or licensors. You must not use such marks without the prior written permission of SurePass. There are no implied licenses granted under these Terms unless expressly stated in these Terms. Unauthorized use of the Content may violate copyright, trademark, and other laws. Where the Site is configured to enable the download of particular Content, you may download one copy of such Content to a single computer for your personal, noncommercial home use only, provided that (a) you retain all copyright and other proprietary notices contained in the original Content, (b) you may not sell or modify the Content or reproduce, display, publicly perform, distribute, transmit, broadcast, publish, upload, license, reverse engineer, transfer or sell, or create derivative works from, any materials, information, software, products or services obtained from any Site or otherwise use the Content in any way for any public or commercial purpose or in connection with offering any third party products or services not authorized or approved by SurePass without the prior written permission of SurePass, and (c) you may not use the Content in a manner that suggests an association with any of our products, services or brands.
You may not, without the prior written permission of SurePass, "mirror" on any other server any material contained on the Site. The use of the Content on any other website or in a networked computer environment for any purpose is prohibited, without the express written permission of SurePass. The trademarks, logos and service marks (the "Marks") displayed on the Site are owned by SurePass or third parties. You are prohibited from use of those Marks without the express, written permission of SurePass or such third party. SurePass neither warrants nor represents that your use of the Site will not infringe rights of third parties not affiliated with SurePass.
You may not use contact information provided on the Site for unauthorized purposes, including marketing. You may not use any hardware or software intended to damage or interfere with the proper working of the Site or to surreptitiously intercept any system, data or personal information from the Site. You agree not to interrupt or attempt to interrupt the operation of the Site in any way. SurePass reserves the right, in its sole discretion, to limit or terminate your access to or use of the Site at any time without notice. Termination of your access or use will not waive or affect any other right or relief to which SurePass may be entitled, at law or in equity.
In the event that we offer downloads of software on the Site and you download such software, the software, including without limitation any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the "Software") is licensed to you by us or third-party licensors for your personal, noncommercial home use only. We do not transfer title to the Software to you. You may not distribute or otherwise exploit the Software or decompile, reverse engineer, disassemble or otherwise reduce the Software to a human-readable form. UNLESS OTHERWISE SPECIFICALLY AND EXPRESSLY STATED ELSEWHERE, SUREPASS HEREBY DISCLAIMS ALL WARRANTIES WITH REGARD TO THE SOFTWARE, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, WHETHER SUCH WARRANTIES ARE EXPRESS, IMPLIED OR STATUTORY.
TO THE FULLEST EXTENT PERMITTED BY LAW, SUREPASS SHALL NOT BE LIABLE FOR (1) ANY INACCURACY, ERROR IN OR FAILURE OF THE SOFTWARE; (2) ANY LOSS OR DAMAGE (INCLUDING WITHOUT LIMITATION ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES) ARISING FROM ANY DOWNLOAD OR USE MADE OF THE SOFTWARE, OR OCCASIONED BY ANY SUCH INACCURACY, ERROR OR FAILURE OF THE SOFTWARE.
Accounts
Some products or services on the Site permit or require you to create an account to participate or to secure additional benefits. You agree to provide, maintain and update true, accurate, current, and complete information about yourself as prompted by our registration processes (the "Registration Data"). You represent and warrant that (a) all required registration information you submit is truthful, accurate, current and complete; (b) you will maintain the accuracy of such information. If you are under 18 years of age, you are not authorized to use the Site, with or without registering. You agree that all information you provide to register with the Site or otherwise, including, but not limited to, through the use of any interactive features on the Site, is governed by our Privacy Policy surepass.com/privacy-policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy. You agree not to use a false email address or other identifying information, impersonate any person or entity or misrepresent your identity or affiliation with any person or entity, including using another person's username, password or other account information, or another person's name, likeness, voice, image or photograph or otherwise mislead as to the origin of any of your Content. You agree to use your SurePass account to verify your own identity, and any use by a party other than you, to verify your identity, will be considered a material misrepresentation and a violation of these Terms of Use. You are responsible for maintaining the confidentiality of your account login information and are fully responsible for all activities that occur under your account. You also agree to notify us promptly at info@surepass.com of any unauthorized use of your username, password, other account information, or any other breach of security that you become aware of involving or relating to the Site. SurePass cannot and will not be liable for any damages, losses, costs, expenses, or liabilities arising from your failure to comply with the above requirements. You, or third parties acting on your behalf are not allowed to frame the Site or use our proprietary marks as meta tags, without our written consent. You may not use frames or utilize framing techniques or technology to enclose any content included on the site without SurePass’s express written consent. Further, you may not utilize any Site content in any meta tags or any other “hidden text” techniques or technologies without SurePass’s express written consent. You will not scrape any data or other content from the Site and will not otherwise engage in any data mining, robots or similar data gathering or extraction methods. If you are blocked by SurePass from accessing the Site (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address).
You may delete your account at any time, for any reason, by following the instructions on the Site. We may suspend or terminate your account and your ability to use the Site or portion thereof for failure to comply with these Terms or any special terms related to a particular service.
SUBSCRIPTIONS AND PURCHASES
SurePass may allow you to use the Service on a subscription basis. The basis on which the Service is available can be found at Surepass.com.
You will be billed in advance on a recurring and periodic and/or purchase basis depending on the type of subscription you select when purchasing. In terms of subscriptions, at the end of each subscription period, your subscription will automatically renew under the exact same conditions unless you cancel it or SurePass cancels it.
You may cancel your subscription renewal by contacting us info@surepass.com. You will not receive a refund for the fees you already paid for your purchases or current subscription, and you will be able to access the Site through your account until the end of your purchases or current subscription as applicable. Certain refund requests for subscriptions may be considered by SurePass on a case-by-case basis and granted at the sole discretion of SurePass.
You shall provide SurePass with accurate and complete billing information including full name, address, state, zip code, telephone number, and valid payment method information. Should automatic billing fail to occur for any reason, SurePass will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
SurePass, in its sole discretion and at any time, may modify the fees for its services. For subscriptions, any fee change will become effective at the end of the then-current subscription. SurePass will provide you with reasonable prior notice of any change in subscription fees to give you an opportunity to terminate your subscription before such change becomes effective. Your continued use of the Service after the subscription fee change comes into effect constitutes your agreement to pay the modified subscription fee amount.
Any promotions made available through the Site may be governed by rules that are separate from these Terms. If you participate in any promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a promotion conflict with these Terms, the promotion rules will apply.
Materials You Submit
This ‘Materials You Submit’ section pertains to any other code, content, information, data, videos, graphics, messages or other materials that you may submit, upload, publish or display via the Site (“Your Content”), including the legality, reliability, appropriateness, originality and copyright of any such materials. You may not upload to the Site, or otherwise use, any of Your Content that: (1) is confidential, proprietary, false, fraudulent, libelous, defamatory, obscene, threatening, invasive of privacy or publicity; rights, infringing on intellectual property rights, abusive, illegal, promotes illegal activity or unlawful violence, sexually explicit, indecently depicts a minor, or otherwise objectionable or discriminatory based on race, gender, color, religious belief, sexual orientation or disability; (2) may constitute or encourage a criminal offense, violate the rights of any party or otherwise give rise to liability or violate any law; or (3) may contain software viruses, malware, political campaigning, chain letters, mass mailings, or any form of “spam.” You may not generate transactions that are intended not to complete or attempt to spoof any part of the Site. You may not upload commercial content onto the Site.
Unless we indicate otherwise, you hereby grant SurePass and its affiliates an unrestricted, nonexclusive, royalty-free, fully paid up, perpetual, irrevocable and fully sublicensable and transferable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute and display Your Content in connection with (a) making available the Site (and features thereof) to you, (b) SurePass’s internal business purposes and (b) creating, disclosing and otherwise using for any purposes aggregated and/or anonymized data.
In addition to the foregoing, you acknowledge and agree that any ideas, feedback, comments or concepts about the Site or otherwise about SurePass’s business that you provide to SurePass (“submissions”) are non-confidential and SurePass is entitled to the unrestricted use and dissemination of such submissions for any purpose, commercial or otherwise, without acknowledgement or compensation to you.
You represent and warrant that you own or otherwise control all the rights to Your Content; that Your Content is accurate; that use of Your Content by SurePass does not violate any provision herein and will not cause injury to any person or entity.
OPTING OUT OF CERTAIN EMAILS/TEXT MESSAGES
When you register, subscribe, create an account, sign up to receive offers or emails from us, or otherwise communicate with us through our Site, you may “opt out” of receiving future communications from us for direct marketing purposes by indicating that you decline such communications. You may choose to stop receiving our newsletter or marketing emails by following the unsubscribe instructions included in these emails or contacting us at info@surepass.com.
By providing your mobile number to us, you agree to be contacted by or on behalf of SurePass at the mobile number you have provided, including via phone call or text message, to receive transactional communications relating to the Site (such as to update on status of arrival, timing, and to confirm the use of the Site), and you recognize and acknowledge that text messaging is an inherently less secure of a method of communication and agree to receive text messages regardless of the level of security associated with them. Message and data rates may apply. For help regarding the communications, we exchange with you using your phone number, contact us directly.
Consent to receive marketing text messages, which are subject to separate consent terms, are not a condition of purchasing any of SurePass’s services, and you are free to opt-out at any time to marketing text messages- if you would like to stop receiving marketing text messages, you may text the word STOP in reply to any text. Note that we may confirm your opt out by text message. If you subscribe to multiple types of text messages from us, we may unsubscribe you from the Site that most recently sent you a message or respond to your STOP message by texting you a request to identify the services you wish to stop. Keep in mind that if you stop receiving marketing text messages from us, you may not receive important and helpful information and reminders.
SurePass’s Liability
SurePass makes no representations or warranties about the accuracy, reliability, completeness, or timeliness of the Content or about the results to be obtained from using the Site and the Content. Any use of the Site and the Content is at your own risk. Changes are periodically made to Site and may be made at any time. SurePass further reserves the right to modify, suspend, or discontinue any service on or feature of the Site (including any changes to or removal of Content) at any time with or without notice to you, and SurePass shall not be liable to you or to any third party should it exercise such rights. Some Content on the Site may be provided by third parties, and SurePass will not be held responsible for any such Content provided by third parties.
You understand that we cannot and do not guarantee or warrant that files available for downloading from the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. SUREPASS DOES NOT WARRANT THAT THE SITE WILL OPERATE ERROR-FREE OR THAT THE SITE OR THE RELATED SERVERS ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL GOODS. IF YOUR USE OF THE SITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR LOSS OF PROFITS OR DATA, SUREPASS WILL NOT BE RESPONSIBLE FOR THOSE COSTS. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR, OR ANY END USER’S, COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE SITE, ITS CONTENT, AND ANY PRODUCTS, SERVICES OR ITEMS OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK. THE SITE, ITS CONTENT, AND ANY PRODUCTS, SERVICES OR ITEMS OBTAINED THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER SUREPASS NOR ANY PERSON ASSOCIATED WITH SUREPASS MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE, OR ANY PRODUCTS OR SERVICES OBATINED THROUGH THE SITE. TO THE FULLEST EXTENT PROVIDED BY LAW, SUREPASS HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, NEITHER SUREPASS NOR ANYONE ASSOCIATED WITH SUREPASS REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT, OR ANY PRODUCTS, SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
SUREPASS SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION OR DATA SUBMITTED BY YOU TO AN SUREPASS SITE IN CONNECTION WITH ANY SERVICE ON OR FEATURE OF THE SITE, BUT YOU AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION OR DATA IS AT YOUR SOLE RISK, AND YOU HEREBY RELEASE SUREPASS FROM ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.
SUREPASS IS NOT RESPONSIBLE FOR ANY DATA CHARGES YOU MAY INCUR IN CONNECTION WITH YOUR USE OF ANY SERVICE ON OR FEATURE OF THE SITE.
Disclaimer of Certain Damages and Limitation on Liability
Your use of the Site is at your own risk. If you are dissatisfied with any of the Content, other contents, any service on, or feature of the Site or with these Terms, your sole remedy is to discontinue use of the Site. WE RESERVE THE RIGHT TO RESTRICT OR TERMINATE YOUR ACCESS TO THE SITE OR ANY FEATURE OR PART THEREOF AT ANY TIME. SUREPASS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, TITLE AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING; THAT ACCESS TO THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT THE SITE WILL BE SECURE; THAT THE SITE OR THE SERVER THAT MAKES THE SITE AVAILABLE WILL BE VIRUS-FREE; OR THAT INFORMATION ON THE SITE WILL BE COMPLETE, ACCURATE OR TIMELY. IF YOU DOWNLOAD ANY MATERIALS FROM THE SITE, YOU DO SO AT YOUR OWN DISCRETION AND RISK. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM THE SITE SHALL CREATE ANY WARRANTY OF ANY KIND. SUREPASS DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OF THE MATERIALS ON THE SITE IN TERMS OF THEIR COMPLETENESS, CORRECTNESS, ACCURACY, ADEQUACY, USEFULNESS, TIMELINESS, RELIABILITY OR OTHERWISE. IN NO EVENT WILL SUREPASS OR ANY THIRD PARTIES MENTIONED ON THE SITE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, INCIDENTAL, EXEMPLARY, AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE SITE AND THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SUREPASS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME COUNTRIES, STATES, OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY GROSS NEGLIGENCE, PERSONAL INJURY OR DEATH, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU, IN WHICH CASE SUREPASS’S LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT SUCH EXCLUSION OR LIMITATION IS ALLOWABLE UNDER THE APPLICABLE LAW. In no event shall the total liability of SurePass to you for all losses and damages, including for any implied warranties, exceed the greater of fifty U.S. dollars (US $50.00) or the total amount you paid SurePass to use any product of, service on, or feature of the Site in the twelve months prior to the date of an initial claim made against SurePass. IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTION TITLED “DISCLAIMER AND “LIMITATION OF LIABILITY”, AND THE BELOW SECTION “INDEMNITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
Links to Other Sites
The Site may contain links to third-party websites that are maintained by others and not affiliated with SurePass. Any such links are provided solely as a convenience to you and not as an endorsement by SurePass of the contents on such third-party websites. SurePass is not responsible for the content of linked third-party sites and does not make any representations or warranties regarding the content or accuracy of materials on such third-party websites or the privacy practices of such third parties. If you decide to access linked third-party websites, you do so at your own risk.
Third-party Applications
On the Site, you might have an opportunity to download applications that were developed by third parties. SurePass is not responsible for and makes no representations or warranties regarding the content or functionality of these third-party applications or the privacy practices of such third-party developers. If you decide to download and use any of these third-party applications, then you do so at your own risk.
Release
You hereby release and forever discharge SurePass (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site (including any interactions with, or act or omission of, other Site users or any third-party websites, links and ads). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “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.”
Indemnity
By using the Site, you agree, to the extent permitted by law, to defend, indemnify and hold SurePass (and its officers, directors, employees, and agents) harmless, including costs, accounting and attorneys’ fees, from any claim, action or demand made by any third party due to or alleging from or arising out of (a) your use of the Site, (b) your violation of these Terms, (c) your violation of applicable laws or regulations or (d) your violation of any rights of a third party. SurePass reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of SurePass. SurePass will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
Confidentiality
“Confidential Information” means code, inventions, know-how, product plans, inventions, and technical and financial information exchanged under these Terms of Use, that are identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.
Each party (as the receiving party) must: (i) hold in confidence and not disclose the other party’s Confidential Information to third parties except as permitted by the Terms of Use; and (ii) only use the other party’s Confidential Information to fulfill its obligations and exercise its rights under the Terms of Use. Each party may share the other party’s Confidential Information with its, and its affiliates’, employees, agents or contractors having a legitimate need to know (which, for SurePass, includes any subcontractors, vendors and third party providers we may use), provided that the party remains responsible for any recipient’s compliance with the terms of this Section and that these recipients are bound to confidentiality obligations no less protective than this Section.
These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (i) is or becomes public knowledge through no fault of the receiving party; (ii) was known by the receiving party before it received the Confidential Information; (iii) is rightfully obtained by the receiving party from a third-party without breach of any confidentiality obligation; or (iv) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to a party’s advisors, attorneys, actual or bona-fide potential acquirers, investors or other sources of funding (and their respective advisors and attorneys) for due diligence purposes, or to the extent required by law or court order, provided it gives advance notice (if permitted by law) and cooperates in any effort by the other party to obtain confidential treatment for the information.
Geography Limitations; Export Control; Government Restrictions
SurePass’s Site is based in the United States and provides access and use only by persons located in the United States. You acknowledge that you may not be able to access the Site or certain portions thereof outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Site or services from outside the United States, you are responsible for compliance with local laws. Software available in connection with the Site and the transmission of applicable data, if any, is subject to United States export controls. The United States and certain other countries control the export of products and information. You agree to comply with such restrictions and not to export or re-export the Content to countries or persons prohibited under export control laws. Downloading or using the software is at your sole risk. By downloading the Content, you are agreeing that you are not in a country where such export is prohibited and that you are not on the U.S. Commerce Department's Table of Denial Orders or the U.S. Treasury Department's list of Specially Designated Nationals. You are responsible for compliance with the laws of your local jurisdiction regarding your use of the Site, the import, export, or re-export of the Content, including as it concerns online conduct and acceptable content.
The Site (to the extent constituting software) is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to any such Site as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.
Copyright Policy
SurePass respects the intellectual property rights of others. It is SurePass’s policy, at its discretion and when appropriate, to terminate the accounts of users who may infringe or repeatedly infringe the copyrights of third parties.
To submit a copyright infringement notification to SurePass relating to the Site, including but not limited to user submissions or Content, please submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") or, as applicable, other laws, by providing the following information in writing:
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.
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.
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.
You acknowledge that if you fail to comply with all of the requirements of the preceding paragraph, your notification may not be valid. Please see 17 U.S.C. § 512 for more information regarding the DMCA and DMCA notifications.
Our agent to receive notification of claimed copyright infringement can be reached as follows:
By email: info@surepass.com
By mail:
Attn: Murphy Robinson
6657 West Ottawa Ave
Ste. B3
Littleton, CO 80128
Dispute Resolution
PLEASE READ THIS ARBITRATION AGREEMENT CAREFULLY. IT IS PART OF YOUR CONTRACT WITH SUREPASS AND AFFECTS YOUR RIGHTS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by SurePass that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this arbitration agreement (this “Arbitration Agreement”). Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and SurePass, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.
Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written notice of dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to SurePass should be sent to:
SurePass Inc.
Attn: Murphy Robinson
6657 West Ottawa Ave
Ste. B3
Littleton, CO 80128
info@surepass.com
After the Notice is received, you and SurePass may attempt to resolve the claim or dispute informally. If you and SurePass do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in the State of Colorado, unless the parties agree otherwise. If you reside outside of Colorado, the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
Time Limits. If you or SurePass pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.
Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and SurePass, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and SurePass.
Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and SurePass in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND SUREPASS WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement, including the rights set forth in this Arbitration Agreement as they apply to the party asserting the claim.
Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with SurePass.
Small Claims Court. Notwithstanding the foregoing, either you or SurePass may bring an individual action in small claims court.
Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.
Governing Law and Jurisdiction. All legal issues arising from or related to your use of the Site and these Terms shall be construed in accordance with and governed by the laws of the State of Delaware applicable to contracts entered into and performed within the State of Delaware. Solely in the event that the foregoing Arbitration Agreement permits the parties to litigate in court (a) the parties hereby agree that all matters relating to the Site and these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) and (b) any legal suit, action, or proceeding arising out of, or related to, these Terms or the Site shall be instituted exclusively in the federal courts of the United States or the courts of the State of Colorado, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
Venue and Forum Waiver. To the fullest extent permitted by law, you hereby waive any objection which you may now or hereafter have to an inconvenient venue and/or forum by way of arbitral proceeding in the state of Colorado. If (a) you are not a U.S. citizen; (b) you do not reside in the U.S.; (c) you are not accessing the Site from the U.S.; and (d) you are a citizen of one of the countries identified below, you hereby agree that any dispute, claim, or cause of action arising from these Terms or your use of the Site shall be governed by the applicable law set forth above, without regard to any conflict of law provisions, and you hereby irrevocably submit to the jurisdiction of the courts located in the state, province or country identified below whose law governs.
Specifically excluded from application to these Terms is the United Nations Convention on Contracts for the International Sale of Goods.
General
These Terms, and our Privacy Policy, constitute the entire agreement between you and us regarding the use of the Site. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to SurePass is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without SurePass’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. SurePass may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.
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In the event of a complaint, or to request further information, the provider may be contacted in writing at 6657 West Ottawa Ave, Ste. B3 Littleton, CO 80128, or by email at info@surepass.com
If you are under the age of majority in your country of residence, you should review these Terms with a parent or guardian to ensure that you and parent or legal guardian understand these Terms.