Greathost Web SRL (“sURL”, “we” or “our”) provides its users with URL shortening products and services, custom links, and link management and analytics (collectively, the “sURL Services”). Please read these Terms and Conditions (“Agreement”) carefully, as they govern access to and use of the sURL Services and constitute a legally binding agreement between you and sURL. If you accept this Agreement or use the sURL Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Agreement, and in such case “you,” “your,” and “Customer” will refer to and apply to that company or other legal entity. If you have been granted access to and use of the sURL Services by and on behalf of the primary account holder, either directly or through an administrator, you also agree to comply with this Agreement. In addition to this Agreement, Customer’s use of the sURL Services is governed by the sURL Privacy Policy and sURL’s DMCA Copyright Policy.

YOU ACKNOWLEDGE AND AGREE THAT BY CREATING A sURL ACCOUNT, PURCHASING A PAID ACCOUNT, OR ACCESSING OR USING THE sURL SERVICES, YOU INDICATE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE sURL SERVICES.

THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION AND CLASS ACTION WAIVER AS DESCRIBED IN THE ARBITRATION SECTION BELOW. YOU AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED AMICABLY, INDIVIDUALLY, AND YOU WAIVE YOUR RIGHT TO A JURY TRIAL OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.

1. SCOPE AND MODIFICATIONS

• Modifications. sURL reserves the right, at its discretion, to modify or replace this Agreement at any time. If we modify these Terms, we will post the modification on our website or notify you of the modification on your sURL account details page. By continuing to access or use the sURL Services after the effective date of the modification, you indicate that you agree to be bound by the modified Agreement. The Customer agrees that it is the Customer’s responsibility to review this Agreement periodically for modifications and that the Customer’s continued use of the sURL Services following the posting of any modifications to this Agreement constitutes acceptance of those modifications. If the modified Agreement is not acceptable to you, your sole remedy is to cease using the sURL Services.
• Scope and current offerings. As of the Effective Date, sURL offers the Customer certain Bitly Services. Bitly may add, remove, suspend, discontinue, modify, or update the Bitly Services at any time, at its discretion. After the effective date of any such update, Bitly will have no obligation to operate, provide, or support older versions of the Bitly Services.
• sURL Enterprise Customers. If you have purchased a sURL Enterprise Plan, these terms may be supplemented or modified by a separate enterprise agreement and one or more order forms, the terms of which shall control to the extent they conflict with these Terms.
• Support, Uptime, and Training. Training and the level of customer support for the level of sURL Services you purchase are set forth on the sURL Services pricing page.

2. PAID ACCOUNTS

• Fees. sURL offers paid sURL services that provide additional features and functionality. Pricing and services for paid accounts are described on the sURL Services pricing page and may be updated from time to time. If you sign up for a paid account, you agree to pay sURL all applicable fees for the level of sURL Services according to your selection. Fees are non-refundable, except as required by law or as otherwise expressly permitted in this Agreement.
• Automatic renewals and trials. If your account is set to automatically renew or is in a trial period and you have already provided a payment method to sURL for Services, sURL will automatically charge your payment account at the end of the trial period or at the beginning of each renewal term for the renewal term, unless you notify us that you wish to cancel or disable auto-renewal prior to the expiration of the then-current term. You may terminate the Agreement on your Account Details page or, if you purchased your Service through a sURL account representative, by contacting your sURL account representative. If you have a paid account plan lasting twelve (12) months or longer, we will notify you within 30 days prior to the renewal of your account, including any changes to fees for the plan.
• Payment. The Customer shall pay sURL invoices within the selected payment interval. Unless otherwise specified, payments will be due immediately. The Customer authorizes sURL to charge the Customer for all applicable Fees using the payment method selected by the Customer through sURL’s online payment platform. The Customer shall provide sURL with complete and accurate billing and contact information. sURL may suspend or terminate the Services if Fees are past due. Unpaid Fees are subject to a finance charge of one and one-half percent (1.5%) per month (18% per year) or the maximum permitted by law, whichever is less, plus all costs of collection, including reasonable attorneys’ fees.
• Taxes. Fees do not include taxes, duties, levies, tariffs, and other governmental charges (collectively, “Taxes”), and the Customer is responsible for all Taxes arising from this Agreement or the Customer’s use of the sURL Services. sURL will invoice the Customer for Taxes when required to do so by applicable law, and the Customer agrees to provide payment in accordance with the invoice terms. If the Customer is required by law to deduct and withhold any Taxes from amounts payable under this Agreement, any amounts required to be withheld shall be promptly deducted and timely remitted by the Customer, on behalf of sURL, to the applicable taxing authority, and the Customer agrees to provide sURL copies of all necessary documentation (including, without limitation, tax receipts received from the applicable taxing authority) so that sURL may claim and receive a foreign tax credit in an amount equal to the amount withheld by the Customer.
• Downgrades. sURL reserves the right to downgrade, suspend, or terminate the Customer’s access to any or all of the sURL Services if Fees are past due.

3. LICENSE, METRICS, AND COMPLIANCE

• License to sURL Services. Subject to the terms and conditions of this Agreement and payment of all Fees due hereunder, sURL grants the Customer and any other party agreed upon in an Order Form a limited, revocable, non-exclusive, non-sublicensable, non-transferable right and license to use the sURL Services solely to shorten uniform resource locators (“URLs”), to receive certain sURL Link metrics (as defined in the sURL Privacy Policy), and, for Enterprise Plan Customers, to use the other products and services defined in the applicable Order Form during the Term.
• sURL Link Metrics. As part of providing the sURL Services, sURL collects and generates sURL Link metrics, which are described in the sURL Privacy Policy. Certain limited sURL Link metrics are published on the sURL website. The Customer acknowledges and agrees that all sURL Link metrics are owned by sURL and that sURL has the right to use, license, sell, or otherwise dispose of the sURL Link metrics as detailed in the sURL Privacy Policy. sURL does not make all sURL Link metrics available to the Customer. The Customer may access, use, and copy the limited sURL Link metrics made available to the Customer based on the Customer’s service level. The Customer may not combine any sURL Link metrics with any personally identifiable information and may not sublicense, sell, syndicate, or otherwise share sURL Link metrics with any third party.
• Access Credentials. sURL will provide the Customer with non-transferable access credentials for the sURL Services. The Customer shall not (i) misrepresent or mask identities when using the sURL Services or seeking access credentials; (ii) select or use as a username or Branded Short Domain a name subject to any rights of a person or entity other than the Customer without appropriate authorization; (iii) select or use as the Customer’s username or Branded Short Domain a name that is otherwise offensive, vulgar, or obscene; or (iv) exceed any access permitted by sURL. The Customer shall protect all access credentials provided by sURL and ensure their confidentiality and security. To the extent the Customer is a corporate entity and not an individual: (1) only the Customer’s employees and contractors (“Personnel”) may use the sURL Services; (2) the Customer must require its Personnel to comply with all Laws and usage restrictions (including seat restrictions) set forth in this Agreement or otherwise provided by sURL and shall not share access credentials to exceed the user limitations of the service level purchased by the Customer; (3) the Customer represents and warrants that its Personnel have the capacity and authority to enter into this Agreement; and (4) the Customer acknowledges that it will be fully responsible for any actions or omissions of its Personnel, whether authorized or unauthorized. sURL may update, refresh, or modify the means of accessing the sURL Services at its discretion.
• Compliance Monitoring. sURL may monitor the Customer’s use of the sURL Services for compliance with the Agreement. If sURL observes use of the sURL Services that it believes is not in compliance with the Agreement, sURL will notify the Customer and provide the Customer five (5) business days to cure the non-compliance. If the Customer fails to cure the non-compliance within five (5) business days, sURL reserves the right to suspend or terminate the Customer’s use of the sURL Services. sURL reserves the right to suspend the Customer’s use of the sURL Services without notice if it believes, in good faith, that the security of the Customer’s sURL account has been compromised or that the Customer’s sURL account is being used for an unlawful purpose, and may suspend or terminate access to the Services without notice for breach of the Agreement.

4. INTELLECTUAL PROPERTY AND LICENSE RESTRICTIONS

• Ownership. Except for any Customer Content or Customer Services, the Customer acknowledges and agrees that sURL is the sole and exclusive owner of all right, title, and interest in and to the sURL Services and sURL Link Metrics and all related documentation, source code, tools, scripts, processes, techniques, methodologies, inventions, know-how, concepts, formatting, arrangements, visual attributes, ideas, database rights, copyrights, patents, trade secrets, and other intellectual property and all derivatives, enhancements, modifications, and improvements thereof (“sURL Materials”). Nothing in this Agreement or any other document shall be deemed to transfer ownership of the sURL Materials. Except for the limited license rights expressly granted herein, no rights in the sURL Materials are granted hereunder and all rights in such sURL Materials are reserved.
• Feedback. The Customer is not obligated to provide suggestions, enhancement requests, recommendations, or other feedback regarding the sURL Services or sURL Link Metrics (“Feedback”). However, if the Customer does so, all right, title, and interest in and to such Feedback shall be assigned to and become the sole and exclusive property of sURL upon creation.
• License Restrictions. The Customer shall not share access credentials to exceed the user limits of the service level purchased by the Customer. The Customer and its Personnel shall not and shall not permit any third party to: (i) access the Services or export data from the Services to create a service, software, documentation, or data for a URL shortening service other than sURL or to create shortened links or a service that is competitive with any aspect of the sURL Services or sURL Link Metrics, substantially similar or confusing; (ii) use, modify, display, perform, copy, disclose, or create derivative works of the sURL Services except as expressly permitted herein; (iii) reverse engineer, decompile, disassemble, imitate, screen scrape, frame, or mirror the sURL Services or sURL Link Metrics or otherwise attempt to discover source code except as expressly permitted herein; (iv) evaluate, encumber, distribute, sublicense, assign, share, sell, rent, lease, pledge, or otherwise transfer the sURL Services or sURL Link Metrics to any third party; (v) transmit harmful, disabling, or malicious code or devices, or content that is infringing, defamatory, unlawful, tortious, misleading, deceptive, fraudulent, abusive, indecent, or otherwise offensive, or content that contains personal information of others or violates a third party’s intellectual property, privacy, or publicity rights (“Prohibited Content”) through the sURL Services; (vi) access by automated or unauthorized means, interfere with, disrupt, or attempt to monitor, defeat access to, or circumvent security measures for the sURL Services, sURL Link Metrics, or related systems, including through robots, spiders, or other electronic means; and (vii) obscure, remove, or alter any proprietary rights or other notices regarding the sURL Services or sURL Link Metrics. Notwithstanding anything to the contrary herein, sURL may, at its sole discretion, immediately revoke the grant of rights set forth in Section 3 if the Customer breaches or threatens to breach the restrictions in this Section or creates other security or legal issues. The Customer agrees that sURL shall be entitled, in addition to any other remedies available at law or in equity, to injunctive relief to prevent breach or threatened breach of the Customer’s obligations under this Section, without any requirement to demonstrate irreparable harm or post a bond.
• Technical Restrictions. The Customer shall not exceed the number and/or frequency of API requests, concurrent URL shortening, or other access to or use of the sURL Services as set forth in the relevant documentation or as otherwise provided by sURL in an Order Form. If sURL believes that the Customer has attempted to exceed or circumvent these limitations, sURL may suspend or block the Customer’s access to the sURL Services. sURL may monitor the Customer’s use of the sURL Services, including to ensure compliance with this Agreement.
• Open Source Software. The sURL Services may include software that is subject to terms that, as a condition of use, copying, modification, or redistribution, require such software and derivative works thereof to be disclosed or distributed in source code form, licensed for the purpose of making derivative works, or redistributed free of charge (“Open Source Software”). To the extent the license terms for Open Source Software are inconsistent with this Agreement, such Open Source Software license terms shall prevail with respect to the applicable Open Source Software only. Any applicable Open Source Software license is exclusively between the Customer and the applicable licensor of the Open Source Software, and the Customer shall comply with the applicable Open Source Software license.
• Third-Party Materials. The sURL Services may use third-party software or source code, including without limitation Open Source Software (“Third-Party Materials”). sURL has no control over Third-Party Materials and is not responsible or liable for any Third-Party Materials. Although sURL has no obligation to monitor Third-Party Materials, sURL may remove or modify such Third-Party Materials at its discretion, including without limitation to comply with Law. The Customer agrees to comply with all terms and conditions and privacy policies associated with any Third-Party Materials.
• Trademarks. sURL grants the Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use sURL’s names, logos, designs, and other trademarks embedded in the sURL Services (“sURL Marks”) during the Term solely for the purpose of displaying such notice as part of the sURL Services. The Customer acknowledges the validity of the sURL Marks and sURL’s ownership and title thereto. Any goodwill derived from the Customer’s use of the sURL Marks shall inure to the benefit of sURL. The Customer shall not challenge the sURL Marks or sURL’s ownership or title thereto, or the USPTO application or registration thereof, during or after the Term. The Customer shall execute documents reasonably requested by sURL or required by law to establish sURL’s sole and exclusive ownership and rights in the sURL Marks or to obtain registration thereof. The Customer agrees to use the sURL Marks in accordance with the sURL brand assets made available at https://surl.ro/page/presa, to protect and maintain the sURL Marks and sURL’s rights therein. For this purpose, sURL shall have the right to revoke the license granted in this Section and/or to review and approve the manner of use of the sURL Marks, and the Customer agrees to modify any use of the sURL Marks that does not meet sURL’s standards. Notwithstanding the foregoing, the Customer may not use any sURL Mark in any manner that implies any partnership, sponsorship, or endorsement by sURL.

5. CUSTOMER SERVICES, CONTENT, AND INFORMATION

• Customer Services. sURL shall have no responsibility for any Customer product or service accessed through or that uses the sURL Services or for its use by the end user, customer, or personnel (“Customer Services”). The Customer shall not use the sURL Services in any manner that implies any partnership, sponsorship, or endorsement of the Customer Services by sURL. The Customer shall not suggest or imply that sURL is the author of or otherwise responsible for the opinions or content of the Customer Services. The sURL Services shall not be used in connection with any Prohibited Content or any activity in which the use or failure of the sURL Services could lead to death, personal injury, or damage to property or the environment or otherwise adversely affect or impose liability on sURL in any manner.
• Customer Content. The Customer hereby grants sURL an irrevocable, perpetual, non-exclusive, sublicensable, transferable, royalty-free, worldwide license to use, copy, import, display, reproduce, perform, distribute, create derivative works of, alter, or modify all URLs and other information provided by the Customer to sURL (“Customer Content”) in connection with the provision, operation, and promotion of the sURL Services, creation of sURL Link metrics, and for other commercial purposes. sURL’s collection, use, and sharing of personal information it receives from the Customer or third parties (including social networks) is described in the sURL Privacy Policy. As stated in our Privacy Policy, where permitted by law, if you register a sURL account with an email address on a domain owned by an organization, such as your employer, we may share your email address and account information with our sales team and business to explore the organization’s interest in creating or managing an enterprise account or for related purposes.

6. REPRESENTATIONS AND WARRANTIES

• Customer Content Warranties. The Customer represents and warrants that (i) the Customer Content and all information upon which sURL Link Metrics are based, and the receipt, collection, use, and provision thereof, will not infringe or violate any third-party rights, including without limitation intellectual property, privacy, and publicity rights; (ii) the Customer Content and any information upon which sURL Link Metrics are based have been received, collected, used, and provided to sURL in compliance with all applicable laws, rules, and regulations and self-regulatory guidelines and requirements, including without limitation laws regarding data privacy and security, unsolicited messages, unfair or deceptive practices, or U.S. trade or export restrictions (“Laws”); (iii) the Customer has obtained all necessary consents, approvals, or other authorizations or permissions and has complied with its posted privacy policies and all third-party terms and conditions or privacy policies in connection with the receipt, use, and/or provision of the Customer Content and all information upon which sURL Link Metrics are based; and (v) none of the Customer Content or the information or data upon which sURL Link Metrics are based contains personally identifiable information or persistent identifiers from individuals under the age of 13.
• Other Customer Warranties. In addition, the Customer represents and warrants that (i) it has implemented or contractually required industry-standard security measures to help protect security and integrity and prevent unauthorized access to the sURL Services or sURL Link Metrics, Customer Content, and Customer Services; (ii) it will not do anything that would subject the sURL Services to any open source or similar license that creates an obligation to grant any rights in the sURL Services; (iii) it will not disrupt, disable, delete, alter, harm, damage, interfere with, or otherwise affect the sURL Services or sURL Link Metrics; (iv) in the event of any security breach or unauthorized access to any sURL Services, sURL Link Metrics, Customer Content, and Customer Services, the Customer will immediately investigate such breach and notify sURL in writing and, unless otherwise directed by sURL, take all necessary corrective actions to remedy such breach and/or comply with applicable Law and sURL requirements, all at the Customer’s expense; and (v) the Customer and the Customer’s use of the sURL Services, Customer Content, and Customer Services will comply with all Laws and will not infringe or violate any third party’s intellectual property, privacy, or publicity rights.
• sURL DISCLAIMERS. DISCLAIMERS. THE sURL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. sURL DOES NOT WARRANT THAT: (I) THE sURL SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) SHORTENED URLS, THE sURL SERVICES, AND sURL LINK METRICS WILL BE ACCURATE, ERROR-FREE, OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) THE sURL SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (IV) THE RESULTS OF USING THE sURL SERVICES OR sURL LINK METRICS WILL MEET THE CUSTOMER’S REQUIREMENTS OR ANY OF THE BUSINESS NEEDS OF ITS USERS, PERSONNEL, OR CUSTOMERS; OR (V) THE sURL SERVICES WILL BE UNINTERRUPTED OR THAT ANY INTERRUPTION WILL BE TIMELY CORRECTED. CUSTOMER USE OF THE sURL SERVICES AND sURL LINK METRICS IS SOLELY AT ITS OWN RISK. IN ADDITION, sURL MAKES NO REPRESENTATIONS OR WARRANTIES AND ASSUMES NO LIABILITY OR INDEMNIFICATION OBLIGATIONS REGARDING ENSURING THAT THE CUSTOMER’S USE OF THE sURL SERVICES AND sURL LINK METRICS COMPLIES WITH ANY LAWS OR REGULATIONS OUTSIDE THE UNITED STATES, AND THE CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR SUCH COMPLIANCE. sURL ASSUMES NO RESPONSIBILITY FOR THIRD-PARTY PRODUCTS OR SERVICES (E.G., OPEN SOURCE SOFTWARE, SOCIAL PLATFORMS, THIRD-PARTY MATERIALS, OR HOSTING OR APP STORE PROVIDERS). THE CUSTOMER ACKNOWLEDGES THAT THE FIGURES CONTAINED IN sURL LINK METRICS PRODUCED HEREUNDER ARE ESTIMATES AND MAY BE SUBJECT TO STATISTICAL ERRORS. sURL DOES NOT WARRANT THAT sURL LINK METRICS WILL BE COMPLETELY ACCURATE, PRECISE, TIMELY, OR RELIABLE. sURL HEREBY DISCLAIMS ANY LIABILITY FOR ANY USE OF OR RELIANCE ON sURL LINK METRICS BY THE CUSTOMER AND THIRD PARTIES.

7. INDEMNIFICATION AND LIABILITY

• Customer Indemnification. The Customer shall defend, indemnify, and hold harmless sURL, its parents, subsidiaries, affiliates, and their employees, officers, directors, representatives, contractors, customers, business partners, successors, and assigns (“sURL Indemnitees”) from and against any third-party claims and actions and resulting damages, liabilities, and costs (including reasonable attorneys’ fees and expenses) incurred by the sURL Indemnitees arising out of or directly or indirectly related to (a) Customer Content, Customer Services, or any other Customer products and services; (b) the Customer’s actions and omissions hereunder, breach of this Agreement, or violation of Laws; and/or (c) any allegation of infringement of intellectual property, privacy, or publicity relating to Customer Content or Customer Services. sURL shall promptly notify the Customer of any claim for which it seeks indemnification; provided, however, that any delay in providing notice shall not vitiate the Customer’s indemnification obligations unless the Customer is materially prejudiced thereby. The Customer shall have exclusive control of the defense of any claim under this Section, except that sURL may approve any counsel used by the Customer and may participate in the defense at the Customer’s expense. All settlements of indemnification claims require sURL’s consent.

8. LIMITATION OF LIABILITY

• LIMITATION OF LIABILITY. IN NO EVENT SHALL sURL BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE sURL SERVICES, sURL LINK METRICS, OR OTHERWISE HEREUNDER FOR ANY CLAIM RELATED TO (I) ANY LOSS OF PROFITS, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY, OR CONSEQUENTIAL DAMAGES OF ANY KIND (HOWEVER ARISING); (II) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF SOURCE OF ORIGIN); (III) ANY PERMANENT OR TEMPORARY CESSATION OF PROVISION OF THE sURL SERVICES; (IV) DELETION, CORRUPTION, OR FAILURE TO STORE ANY CUSTOMER CONTENT OR OTHER DATA MAINTAINED OR TRANSMITTED BY OR THROUGH THE CUSTOMER’S USE OF THE sURL SERVICES; (V) THE CUSTOMER’S FAILURE TO PROVIDE sURL WITH AN ACCURATE ACCOUNT OR OTHER INFORMATION; (VI) ANY LIABILITY RESULTING FROM THE CUSTOMER’S FAILURE TO KEEP ITS PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL; (VII) THE CUSTOMER’S INABILITY TO ACCESS THE sURL SERVICES DUE TO FAILURES IN EQUIPMENT, INFRASTRUCTURE, SYSTEM, OR NETWORK USED BY THE CUSTOMER; OR (VIII) AGGREGATE AMOUNTS FOR ALL CLAIMS HEREUNDER EXCEEDING USD 100.00.

9. TERM AND TERMINATION

• Agreement Term. This Agreement shall commence on the date the Customer accepts this Agreement by creating an account or purchasing a paid service level (“Effective Date”) and shall remain in effect for the duration of the term selected by the Customer, unless otherwise terminated as permitted herein (“Initial Term”). If your paid account is set to auto-renew, see Section 2(B) above for auto-renewal terms.
• Right to Terminate. sURL may terminate this Agreement immediately at its discretion. Upon expiration or termination of this Agreement, all applicable rights and access granted to the Customer shall automatically terminate, and the Customer and its Personnel shall cease any further use of the sURL Services and return, or if directed by sURL, destroy all sURL confidential information. Any Section of this Agreement that by its nature would survive such expiration or termination shall so survive.

10. GOVERNING LAW – DISPUTES

• Governing Law. This Agreement and the transactions contemplated hereby shall be governed by and construed in accordance with the Federal Arbitration Act and the laws of the State of New York, without regard to its conflict of laws provisions and without regard to the United Nations Convention on Contracts for the International Sale of Goods.
  Limitation on Filing Claims. To the extent permitted by law, the Customer agrees that any claim or cause of action arising out of, related to, or connected with the use of the sURL Services, sURL Link Metrics, or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
• Mandatory Arbitration of Disputes. Each of us agrees that any dispute, claim, or controversy arising out of or relating to these Terms and Conditions or the breach, termination, enforcement, interpretation, or validity thereof or the use of the Services or Content (collectively, the “Dispute”) shall be resolved exclusively through binding arbitration, on an individual basis and not in a class, representative, or consolidated action or proceeding. You and sURL agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms and Conditions and that each of you and sURL waive the right to a jury trial or to participate in a class action. This arbitration provision shall survive termination of these Terms and Conditions.

1. Exceptions and Waiver. As limited exceptions to this dispute resolution section, (i) you may seek to resolve a dispute in small claims court if it qualifies; and (ii) each party retains the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) infringement or misappropriation of our intellectual property rights. This arbitration agreement does not apply to individuals located in the European Economic Area.
2. Arbitration Process and Rules. Arbitration shall be conducted by the American Arbitration Association (“AAA”). If you are an individual, arbitration shall be conducted in accordance with the AAA Consumer Arbitration Rules (“AAA Rules”) then in effect, as modified by these Terms and Conditions. If you enter into these Terms and Conditions on behalf of an organization, arbitration shall be conducted in accordance with the AAA Commercial Arbitration Rules. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party wishing to commence arbitration must submit a written Demand for Arbitration to the AAA and provide notice to the other party as specified in the AAA Rules. AAA provides a Demand for Arbitration form at www.adr.org.
3. If your claim is for USD 10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephone hearing or videoconference, or through an in-person hearing as provided by the AAA Rules. If your claim exceeds USD 10,000, the right to a hearing will be determined by the AAA Rules. Any arbitration hearings will take place in the county (or parish) where you reside, unless we agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability, and scope of this arbitration agreement.
4. Arbitration Costs. Payment of all filing, administration, and arbitrator fees will be governed by the applicable AAA Rules. If you are an individual, we will pay all filing, administration, and arbitrator fees for any dispute less than USD 10,000, unless the arbitrator determines that your Dispute is frivolous. If we prevail in arbitration, we will pay all of our attorneys’ fees and costs and will not seek to recover them from you. If you prevail in arbitration, you will be entitled to an award of attorneys’ fees and costs to the extent provided by applicable law.
5. Class Action Waiver. YOU AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. In addition, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims and may not otherwise preside over any form of representative or class proceeding. If this specific provision is found to be unenforceable, then the entire dispute resolution section shall be null and void.
6. If sURL modifies any of the terms of this “Dispute Resolution” section after the date you first accepted these Terms and Conditions (or accepted any subsequent changes to these Terms and Conditions), you may reject any such change by sending us written notice (including by email to asistenta@surl.ro) within 30 days of the date such change became effective, as indicated by the “Last Updated” date above or the date of sURL’s email notification to you. By rejecting any change, you agree that you will arbitrate any dispute between you and sURL in accordance with the terms of this “Dispute Resolution” section as of the date you first accepted these Terms and Conditions (or accepted any subsequent changes to these Terms of Service).
7. Severability. Except for any of the provisions in Section 20(e) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms and Conditions is invalid or unenforceable, the remaining parts of these Terms and Conditions shall continue to apply.

11. MISCELLANEOUS

• Relationship of the Parties. The parties shall be independent contractors under this Agreement and nothing herein shall constitute either party as the employer, employee, agent, or representative of the other party, or both parties as joint venturers or partners for any purpose.
• Entire Agreement and Severability. This Agreement is the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between the parties with respect thereto, including any nondisclosure agreements executed by the parties. Except as the parties may modify in writing, including through a sURL Enterprise Supplemental Agreement, no additional or conflicting terms set forth in a customer purchase order, invoice, statement, or other document or contained in any “shrinkwrap” or “clickwrap” agreement shall be binding. If any provision of this Agreement is held unenforceable or invalid, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
• Force Majeure. Except for any fees due hereunder, neither party shall be liable for any delay or failure in performance of its obligations hereunder if such delay or failure results from a cause beyond its reasonable control, including without limitation cyber attacks, mechanical attacks, electronic or communications failures, acts of God, terrorism, war, natural disasters, failures of any telecommunications or transportation or of any third-party supplier or vendor (e.g., hosting providers or app store providers), or labor disputes.
• Assignment. Except to an affiliate or in connection with a merger, acquisition, or other change of control, neither party may assign this Agreement without the prior written consent of the other party, and any attempt to do so is void. This Agreement shall be binding upon any authorized successors and assigns.
• Notices. Except as otherwise specified herein, all notices under this Agreement shall be in writing to the addresses listed above and shall be deemed duly given when received if delivered personally; when sent if transmitted by fax or email; or the next day after sending if sent for next-day delivery by a recognized overnight delivery service.
• Headings; Interpretation. Section and paragraph headings in this Agreement are for convenience only and shall not affect their interpretation. Any use of “including,” “for example,” or “such as” in this Agreement shall be construed as followed by “without limitation.”
• Export. The parties shall comply with all applicable export and import control laws and regulations and, in particular, shall not export or re-export the sURL Services without all required U.S. and foreign governmental licenses.
• Government Use. The sURL Services are “commercial items” as defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212. Any access to or use of the sURL Services by any governmental entity is prohibited except as expressly permitted by the terms of this Agreement. In addition, any use by U.S. governmental entities must be in accordance with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4. If the Customer uses the sURL Services in its official capacity as an employee or representative of a U.S. federal, state, or local governmental entity and is legally unable to accept the indemnification, jurisdiction, venue, or other clauses herein, then those clauses shall not apply to such entity, but only to the extent required by applicable law.
• General. sURL’s failure to enforce any right or provision of these Terms shall not constitute a waiver of future enforcement of such right or provision. Any waiver of any such right or provision shall be effective only if in writing and signed by a duly authorized representative of sURL. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms shall be without prejudice to its other remedies available under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision shall be enforced to the maximum extent permissible, and the other provisions of these Terms shall remain in full force and effect.
• Publicity. The Customer grants sURL the right to use the Customer’s logos or trademarks in marketing or advertising materials and on its website to identify the Customer as a customer using the sURL Services.
• Contact sURL. If you have questions about these Terms, please contact us at asistenta@surl.ro.