Terms and Conditions

Terms and Conditions
Effective Date: June 19, 2026 — Version 1.0

These Terms and Conditions (this “Agreement”) constitute a legally binding contract between Surt AI LLC, a company incorporated in the State of Delaware, United States, and its affiliated and subsidiary companies (collectively, “Surt,” “we,” “us,” or “our”), and the business entity or individual identified in the applicable Order Form or who otherwise accesses or uses the Surt platform and Services (the “Client” or “you”).
By executing an Order Form, accessing the platform, or otherwise using any of the Services, the Client agrees to be fully bound by this Agreement. If the Client does not agree to this Agreement, it must not access or use the Services. If you are entering into this Agreement on behalf of a legal entity, you represent and warrant that you have full authority to bind that entity to this Agreement.

1. Definitions and Interpretations

The following definitions apply throughout this Agreement. Unless the context otherwise requires, defined terms in the singular include the plural and vice versa.
1.1″Agreement” means these Terms and Conditions, together with any applicable Order Form, Data Processing Addendum, Service Level Agreement, and any other schedules or exhibits incorporated herein by reference, all of which form an integral part of the contract between the parties.
1.2″Surt” means Surt AI LLC, a Delaware company, and its related, affiliated, or subsidiary companies. A subsidiary is any entity controlled by, controlling, or under common control with Surt AI LLC. “Control” means the ability to direct the management of the relevant entity, including through ownership of more than 50% of voting interests.
1.3″Client” means the business or entity identified in an Order Form, or that otherwise accesses or uses the Services, together with any of its Affiliates that have been approved in writing by Surt to use the Services.
1.4″Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement.
1.5″Services” means all identity verification, KYC (Know Your Customer), AML (Anti-Money Laundering), CTF (Counter-Terrorist Financing), fraud detection, risk management, biometric authentication, liveness detection, sanctions and PEP screening, adverse media monitoring, and related products and services provided by Surt, including any associated software, APIs, SDKs, portals, dashboards, reports, and technical support, as further described in the applicable Order Form and Documentation.
1.6″Platform” means the Surt technology platform, including all software, infrastructure, interfaces, and systems through which the Services are delivered and accessed.
1.7″Order Form” means an ordering document, statement of work, or similar instrument executed by the parties specifying the Services to be provided, applicable fees, usage volumes, and the Service Period. Each Order Form is incorporated into and governed by this Agreement.
1.8″Session” means a single request for identity verification, screening, or other service submitted by the Client or a User for processing through the Platform.
1.9″User” means any individual — including the Client’s actual or prospective customers, employees, or other end users — who is submitted to the Services for verification or screening purposes.
1.10″User Data” means any personal data, biometric data, identity documents, images, and other information submitted by or about a User in connection with the Services.
1.11″Client Data” means all data (including User Data) that the Client or its Users make available to Surt through the Platform in connection with the Services.
1.12″Personal Data” means any information relating to an identified or identifiable natural person, as defined under applicable data protection law, including the GDPR.
1.13″Biometric Data” means data generated from the measurement or analysis of physical characteristics used for identity verification purposes, including facial geometry derived from images, liveness detection signals, and similar biometric identifiers.
1.14″Confidential Information” means any non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that a reasonable person would understand to be confidential given the circumstances of disclosure. Confidential Information includes, without limitation, business plans, technical data, pricing, financial information, algorithms, source code, and the terms of this Agreement. Confidential Information shall not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known to the receiving party prior to disclosure; (c) is received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party’s Confidential Information.
1.15″Documentation” means Surt’s technical and operational guides, integration manuals, API references, and any other written materials describing the functionality and permitted use of the Services, as made available at surt.com or otherwise provided to the Client.
1.16″Intellectual Property” means all patents, copyrights, trademarks, service marks, trade secrets, database rights, know-how, and any other intellectual or industrial property rights, whether registered or unregistered, anywhere in the world.
1.17″Service Period” means the period during which the Services are to be provided as specified in the applicable Order Form.
1.18″Commencement Date” means the date on which the Client first accesses the Services or the date specified in the Order Form, whichever is earlier.
1.19″GDPR” means the General Data Protection Regulation (EU) 2016/679, as amended or replaced, and any implementing national legislation in EU member states.
1.20″EEA” means the European Economic Area, comprising the member states of the European Union together with Iceland, Liechtenstein, and Norway.
1.21″DPA” means the Data Processing Addendum entered into between the parties, the terms of which are incorporated into this Agreement by reference.
1.22″Sanctions Laws” means all applicable economic, trade, and financial sanctions laws, regulations, and orders, including those administered by the U.S. Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, His Majesty’s Treasury of the United Kingdom, and any other applicable sanctions authority.
1.23″Fees” means all amounts payable by the Client to Surt in connection with the Services, including Session fees, platform access fees, overage charges, and any other charges set forth in an Order Form.
1.24″Virus” means any software, code, file, or program designed to prevent, impair, or adversely affect the operation of any computer software, hardware, network, or telecommunications service.

2. Term and Commencement

2.1This Agreement commences on the Commencement Date and remains in effect until all Order Forms executed hereunder have expired or been terminated, unless earlier terminated in accordance with Section 15 (Suspension and Termination).
2.2Each Order Form shall specify the applicable Service Period. Unless otherwise stated in the Order Form, each Order Form will automatically renew for successive periods equal to the initial Service Period or one (1) year, whichever is shorter, unless either party provides written notice of non-renewal to the other at least thirty (30) days before the end of the then-current Service Period.
2.3Fees applicable during any automatic renewal term shall be the same as during the immediately preceding term, unless Surt has provided written notice of a pricing adjustment at least sixty (60) days prior to the expiration of the then-current Service Period. Any such adjustment shall not exceed seven percent (7%) over the applicable Fees for the immediately preceding Service Period, except where the pricing in the preceding term was designated as promotional or a one-time accommodation, in which case renewal will be at Surt’s then-current standard rates.

3. Provision of Services

3.1Subject to the Client’s compliance with this Agreement and timely payment of all applicable Fees, Surt shall make the Services available to the Client during the Service Period in accordance with the terms of this Agreement, the applicable Order Form, and the Documentation.
3.2Surt shall use commercially reasonable efforts to make the Platform available twenty-four (24) hours a day, seven (7) days a week, except for: (a) scheduled maintenance windows, of which Surt will provide at least twenty-four (24) hours advance notice via the Platform or email; and (b) unplanned downtime caused by events beyond Surt’s reasonable control. Surt targets a monthly uptime of at least 99.5%, as further detailed in the applicable Service Level Agreement. In the event of a Business Critical Failure — defined as the complete unavailability or material impairment of a core Service feature — Surt will use commercially reasonable efforts to restore the Service within eight (8) hours of notification by the Client.
3.3Surt shall provide the Services in material conformance with the applicable Documentation and Order Form. Surt reserves the right to update, modify, or enhance the Services from time to time; provided, however, that Surt will not materially decrease the core functionality of the Services during the Service Period without providing the Client with at least thirty (30) days’ advance written notice.
3.4Surt shall provide reasonable technical support to the Client in connection with the use of the Services. Support requests may be submitted to support@surt.com or such other address as Surt may designate. Surt will use reasonable endeavors to respond to support requests in a timely manner commensurate with the severity of the issue reported. Priority support arrangements may be specified in an Order Form.
3.5Surt will reasonably cooperate with the Client to facilitate the integration of the Services into the Client’s platform or product, in accordance with the Documentation and any integration specifications agreed between the parties.
3.6The Client acknowledges that the Services are designed to assist the Client in its compliance efforts and identity verification processes, but do not constitute legal advice, regulatory guidance, or a guarantee of compliance with any applicable law or regulation. The Client remains solely responsible for its own regulatory compliance obligations. Surt’s identity verification determinations are outputs of automated processes and probabilistic analysis; they do not constitute definitive findings of fact, and all final decisions regarding User eligibility for the Client’s products or services remain the Client’s exclusive responsibility.
3.7The Client shall make the Services available to Users solely for the purposes set forth in this Agreement and the applicable Order Form. The Client shall enter into appropriate contractual arrangements with its Users and acknowledges that Surt is not a party to any such agreements. To the extent the Client limits its own liability to Users in such agreements, the Client shall apply equivalent limitations to Surt’s liability as licensor and service provider, and shall designate Surt as a third-party beneficiary of any arbitration or dispute resolution provisions in those agreements.

4. Service License

4.1Subject to the Client’s compliance with this Agreement and timely payment of all applicable Fees, Surt grants the Client, for the duration of the applicable Service Period, a worldwide, limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Services and Platform identified in the applicable Order Form, solely: (a) for the Client’s internal business purposes; (b) in accordance with the Documentation; (c) to deliver identity verification and related services directly to its Users; and (d) within the usage volumes and any other restrictions set forth in the applicable Order Form.
4.2To the extent Surt provides any software, SDKs, APIs, or other components to the Client for use in connection with the Services (collectively, the “Software”), such Software is included within the definition of Services and is subject to the license granted in clause 4.1 and all related restrictions. The Software and Documentation may only be used in direct support of the Client’s permitted use of the Services and for no other purpose.
4.3The license granted in clause 4.1 may be extended to the Client’s Affiliates, provided that: (a) Surt has approved such extension in writing; (b) such Affiliates use the Services solely within the usage volumes set forth in the applicable Order Form; and (c) such Affiliates agree to be bound by the terms of this Agreement, for which the Client remains fully responsible.
4.4Surt expressly reserves all rights, title, and interest in and to the Services, Platform, Software, Documentation, and all related Intellectual Property not expressly granted under this Agreement. No implied licenses are granted. Nothing in this Agreement shall be construed to transfer to the Client any ownership interest in the Services or any component thereof.
4.5The Client shall not, and shall not permit any third party to: (a) sublicense, resell, transfer, assign, or otherwise make the Services available to any third party not expressly permitted under this Agreement; (b) reverse-engineer, decompile, disassemble, copy, or otherwise attempt to derive the source code, underlying algorithms, or structure of the Platform or Software; (c) modify, adapt, translate, or create derivative works based on the Services or Software; (d) frame, mirror, or otherwise incorporate any portion of the Services into any other product or service without Surt’s prior written consent; (e) access the Services in order to build a competing product or service; or (f) remove, obscure, or alter any proprietary notices, trademarks, or labels on the Services or Documentation.

5. Client Obligations and Acceptable Use

5.1The Client shall at all times use the Services in compliance with: (a) this Agreement and all applicable Documentation; (b) all applicable laws and regulations, including data protection, anti-money laundering, counter-terrorism financing, and consumer protection laws; and (c) any additional guidelines or policies communicated by Surt from time to time.
5.2The Client shall be responsible for: (a) ensuring that all Users have been informed of, and where required have consented to, the identity verification process and the collection and processing of their data, including Biometric Data, to the extent required by applicable law; (b) obtaining and maintaining all licenses, consents, notices, and permissions required for Surt to lawfully provide the Services to the Client and process User Data on the Client’s behalf; (c) providing Users with appropriate privacy notices and, where applicable, obtaining informed consent for biometric data collection in accordance with applicable law, including the Illinois Biometric Information Privacy Act (“BIPA”) and equivalent state or national legislation; and (d) maintaining backup copies of all Client Data.
5.3The Client shall promptly notify Surt in writing upon becoming aware of: (a) any unauthorized access to or use of the Services or the Client’s account credentials; (b) any known or suspected breach of this Agreement by the Client, its employees, agents, or Users; or (c) any security incident or data breach affecting User Data.
5.4The Client represents and warrants that it has adopted risk-based procedures to ensure that its use of the Services will not cause Surt to violate any Sanctions Laws. The Client shall not submit Sessions involving: (a) nationals or residents of countries subject to comprehensive sanctions administered by OFAC, the UN Security Council, the EU, or His Majesty’s Treasury, including, as of the Effective Date, Iran, Cuba, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine; (b) individuals or entities appearing on any applicable sanctions lists, including OFAC’s Specially Designated Nationals (SDN) List; or (c) entities owned 50% or more by sanctioned persons. The Client shall immediately notify Surt of any known or suspected Sanctions Laws violation in connection with the Services.
5.5The Client shall not use the Services to: (a) process the personal data of individuals without a lawful legal basis; (b) conduct verifications for unlawful or fraudulent purposes; (c) submit false, fabricated, or manipulated identity documents or information; (d) access, store, distribute, or transmit any Virus through the Platform; or (e) engage in any activity that could damage Surt’s reputation or expose Surt to legal liability.
5.6The Client shall ensure that any individual accessing the Services on its behalf complies with this Agreement and applicable law. The Client remains fully responsible for all acts and omissions of its employees, agents, contractors, Affiliates, and Users in connection with the Services.

6. Fees and Payment

6.1The Client shall pay all Fees as specified in the applicable Order Form. All payment obligations are non-cancelable and, except as expressly provided herein, all Fees are non-refundable. The Client acknowledges that any unused Sessions at the end of a Service Period shall expire and no credit or carry-forward shall apply unless expressly agreed in the Order Form.
6.2Surt will invoice the Client in accordance with the payment schedule set forth in the Order Form. Unless otherwise specified in the Order Form, invoices shall be issued annually in advance and are due and payable within thirty (30) calendar days of the invoice date. Invoices shall be sent by email to the billing contact designated by the Client.
6.3If the Client submits Sessions in excess of the quantities specified in the Order Form, Surt shall invoice the Client for such excess Sessions at the overage rates set forth in the Order Form, or if no overage rate is specified, at Surt’s then-current standard rates. Overage invoices shall be issued monthly in arrears.
6.4All amounts due under this Agreement are stated exclusive of any applicable taxes, including value-added tax (“VAT”), goods and services tax (“GST”), sales tax, withholding tax, or any other applicable tax or levy. The Client shall be responsible for all such taxes, except for taxes based on Surt’s net income. Where any payment under this Agreement is subject to withholding tax, the Client shall gross up the payment so that Surt receives the full amount as if no withholding had been applied, and shall promptly provide Surt with relevant tax certificates.
6.5Amounts not paid by the due date (excluding amounts disputed in good faith as set forth in clause 6.6) shall accrue interest at a rate of one and a half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower, calculated from the due date until the date of actual payment. Surt reserves the right to suspend access to the Services in accordance with Section 15 in the event of non-payment.
6.6If the Client disputes any invoice in good faith, it shall notify Surt in writing within fifteen (15) days of receipt of the invoice, specifying the amount disputed and the grounds for the dispute. The parties shall use good-faith efforts to resolve any such dispute within thirty (30) days. Undisputed amounts shall remain due and payable by the original due date notwithstanding any dispute.
6.7Surt reserves the right to adjust its standard pricing at any time, provided that any pricing adjustment applicable to existing Order Forms shall be subject to the notice requirements set forth in clause 2.3. The Client’s purchase of Services is not contingent on the delivery of future functionality or features, nor on any oral or written statements made by Surt regarding future products or roadmap items.

7. Service Levels and Support

7.1Surt shall provide the Services in accordance with the service level commitments set forth in the Service Level Agreement (if any) attached to or incorporated by reference in the applicable Order Form. In the absence of a separate Service Level Agreement, Surt shall use commercially reasonable efforts to maintain platform availability of 99.5% per calendar month, excluding scheduled maintenance and events of Force Majeure.
7.2Surt shall process Sessions in accordance with the response times set forth in the applicable Order Form or Documentation. The Client acknowledges that response times may vary depending on Session volume, document complexity, network conditions, and other factors outside Surt’s control.
7.3Surt will provide reasonable technical support to the Client. The nature and scope of support shall be as specified in the applicable Order Form. In the absence of specific provisions, standard support shall be available during Surt’s normal business hours via email at support@surt.com.
7.4Surt shall maintain a status page or equivalent mechanism through which the Client may monitor the operational status of the Platform, including any current or historical incidents affecting availability.
7.5Surt shall provide at least twenty-four (24) hours advance notice of scheduled maintenance that is expected to affect Platform availability for more than fifteen (15) consecutive minutes. Emergency maintenance may be performed without advance notice where required to address critical security vulnerabilities or other urgent issues, in which case Surt shall notify the Client as soon as reasonably practicable.

8. Intellectual Property Rights

8.1Surt’s Intellectual Property. Subject to the limited license granted in Section 4, Surt retains all right, title, and interest in and to the Services, Platform, Software, Documentation, all underlying algorithms, models, and technology, and all derivative works, improvements, and enhancements thereto, together with all associated Intellectual Property rights. The Client shall not acquire any ownership interest in any of the foregoing as a result of this Agreement or its use of the Services.
8.2Client Data. The Client retains all right, title, and interest in and to Client Data. The Client hereby grants Surt a worldwide, non-exclusive, royalty-free, limited-term license to access, copy, process, and use Client Data solely: (a) to provide, maintain, and improve the Services; (b) to prevent or address technical problems or respond to support requests; (c) as required to comply with applicable law; and (d) to produce anonymized and aggregated statistical reports and analyses that cannot identify the Client or any User, which shall form part of Surt’s Intellectual Property. Surt shall not use Client Data for any other purpose without the Client’s prior written consent.
8.3Feedback. If the Client provides Surt with any feedback, suggestions, or recommendations regarding the Services, the Client grants Surt an irrevocable, perpetual, royalty-free, fully sublicensable, worldwide license to use, incorporate, and otherwise exploit such feedback in connection with the Services and Surt’s other products and services, without any obligation or compensation to the Client.
8.4Third-Party Intellectual Property. The Client represents and warrants that it has all necessary rights, titles, and consents required for Surt to process Client Data in accordance with this Agreement, and that such processing will not infringe or misappropriate the Intellectual Property rights of any third party.
8.5Trademark License. Subject to Surt’s then-current brand guidelines, Surt may use the Client’s name, logo, and related trademarks in Surt’s marketing and publicity materials for the purpose of identifying the Client as a user of Surt’s services, unless the Client notifies Surt in writing that it objects to such use. Similarly, the Client may use Surt’s name, logo, and “Powered by Surt” designation (subject to Surt’s brand guidelines) in connection with making the Services available to Users, and in the Client’s marketing materials with Surt’s prior written consent.

9. Confidentiality

9.1Each party (the “Receiving Party”) agrees to: (a) hold the other party’s (the “Disclosing Party’s”) Confidential Information in strict confidence using at least the same degree of care as it uses to protect its own confidential information of like kind, but in no event less than reasonable care; (b) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (c) limit access to Confidential Information to those of its employees, contractors, agents, and advisors who have a legitimate need to know such information for purposes consistent with this Agreement and who are bound by confidentiality obligations no less protective than those set forth herein.
9.2The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so by applicable law, court order, or regulatory authority, provided that the Receiving Party: (a) gives the Disclosing Party prompt prior written notice of the required disclosure to the extent legally permitted; (b) cooperates with the Disclosing Party’s efforts to seek a protective order or other appropriate remedy; and (c) discloses only that portion of the Confidential Information that is strictly required.
9.3Neither party shall disclose the terms of this Agreement or any Order Form to any third party without the prior written consent of the other party, except to its legal counsel, accountants, and financial advisors, or in connection with bona fide financing, merger, or acquisition due diligence activities, subject to appropriate confidentiality obligations.
9.4The obligations of confidentiality under this Section shall survive the expiration or termination of this Agreement for a period of five (5) years; provided, however, that obligations with respect to trade secrets shall continue indefinitely.

10. Data Protection and Privacy

10.1Each party shall comply with all applicable data protection and privacy laws in connection with its obligations under this Agreement, including, where applicable, the GDPR and equivalent national legislation, the UK Data Protection Act 2018, the California Consumer Privacy Act (“CCPA”), and any applicable state biometric privacy laws.
10.2To the extent Surt processes Personal Data on behalf of the Client in its capacity as data processor, the terms of the Data Processing Addendum (DPA) shall govern such processing and are incorporated into this Agreement by reference. The parties agree to enter into a DPA prior to or concurrently with the commencement of any processing of Personal Data by Surt on behalf of the Client.
10.3The Client, as data controller (or as an intermediary acting on behalf of a data controller), is responsible for ensuring that there is a lawful basis for Surt to process User Data on its behalf, including obtaining all necessary consents from Users and providing Users with appropriate privacy notices. The Client shall indemnify Surt for any losses, claims, or regulatory penalties arising from the Client’s failure to establish a lawful basis for processing.
10.4Where Surt processes Biometric Data in connection with the Services, Surt shall: (a) process Biometric Data solely for the identity verification purposes set forth in this Agreement; (b) retain Biometric Data only for the period necessary to complete the verification process and as required by applicable law; (c) not sell, lease, or otherwise profit from Biometric Data; and (d) apply security measures at least as protective as those applied to other categories of sensitive Personal Data.
10.5In the event of a personal data breach affecting Client Data, Surt shall notify the Client without undue delay and, where feasible, within seventy-two (72) hours of becoming aware of the breach. Surt shall provide the Client with all information reasonably necessary for the Client to comply with its own breach notification obligations under applicable law.
10.6For transfers of Personal Data from the EEA, the United Kingdom, or Switzerland to countries not recognized as providing an adequate level of data protection, the parties shall implement appropriate safeguards as required under applicable law, including, where applicable, the Standard Contractual Clauses adopted by the European Commission or equivalent mechanisms.

11. Security

11.1Surt shall implement and maintain appropriate administrative, physical, and technical safeguards to protect Client Data against unauthorized access, disclosure, alteration, loss, or destruction. Such safeguards shall be at least as protective as those described in Surt’s Security Policy (available at surt.com/security, as updated from time to time), and shall not be materially reduced without advance notice to the Client.
11.2Surt’s security measures shall include, at a minimum: (a) encryption of Client Data in transit and at rest using industry-standard protocols; (b) access controls limiting access to Client Data to authorized personnel on a need-to-know basis; (c) regular security assessments and penetration testing; (d) vulnerability management and patch management procedures; and (e) incident response and business continuity plans.
11.3The Client is responsible for: (a) maintaining the confidentiality and security of all account credentials and access keys issued to it in connection with the Services; (b) controlling access to the Services by its employees, agents, and contractors; and (c) promptly notifying Surt at security@surt.com if the Client becomes aware of any unauthorized access to its account or credentials.
11.4Before providing access to Client Data to any sub-processor or third-party service provider, Surt shall ensure that such party maintains data security practices at least as protective as those required under this Agreement.

12. Indemnification

12.1Client Indemnification. The Client shall defend, indemnify, and hold harmless Surt and its Affiliates, and their respective officers, directors, employees, agents, contractors, and successors, from and against any and all third-party claims, actions, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) the Client’s breach of this Agreement, including any representation, warranty, or obligation hereunder; (b) the Client’s use of the Services in a manner not authorized by this Agreement or applicable law; (c) Client Data or User Data, including any claim that such data infringes or misappropriates the Intellectual Property rights of any third party or violates any applicable privacy or data protection law; (d) the Client’s failure to obtain all necessary consents, notices, and permissions required for Surt to process User Data on the Client’s behalf; or (e) any claim by a User or third party arising from the Client’s products, services, or contractual arrangements.
12.2Surt Indemnification. Surt shall defend, indemnify, and hold harmless the Client and its Affiliates, and their respective officers, directors, employees, agents, and contractors, from and against any third-party claim alleging that the Services, as provided by Surt and used by the Client in accordance with this Agreement, infringe or misappropriate any Intellectual Property right of a third party. Notwithstanding the foregoing, Surt shall have no obligation under this clause 12.2 to the extent that the claim arises from: (a) Client Data or User Data; (b) the Client’s modification of the Services or combination of the Services with other products or services not provided by Surt; (c) the Client’s breach of this Agreement; or (d) the Client’s use of the Services other than as authorized under this Agreement or the Documentation.
12.3If Surt reasonably determines that the Services, or any component thereof, may be subject to an Intellectual Property infringement claim, Surt may, at its sole option and expense: (a) procure the right for the Client to continue using the Services; (b) modify the Services so that they are no longer infringing; or (c) if neither (a) nor (b) is commercially reasonable, terminate the affected Services and provide a pro-rata refund of any prepaid Fees for the unused portion of the Service Period.
12.4Indemnification Procedure. The indemnified party shall: (a) provide the indemnifying party with prompt written notice of any claim for which indemnification is sought; (b) give the indemnifying party sole control over the defense and settlement of such claim, provided that the indemnifying party shall not settle any claim in a manner that imposes any obligation, restriction, or liability on the indemnified party without the indemnified party’s prior written consent; and (c) provide the indemnifying party with reasonable cooperation and assistance, at the indemnifying party’s expense. This Section 12 states the parties’ exclusive remedies and sole liability with respect to Intellectual Property infringement claims.

13. Limitation of Liability

13.1DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND ALL RELATED COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SURT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. SURT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT THE RESULTS OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE, COMPLETE, OR RELIABLE. THE CLIENT ASSUMES SOLE RESPONSIBILITY FOR THE CONSEQUENCES OF ITS USE OF THE SERVICES AND FOR ANY DECISIONS MADE ON THE BASIS OF VERIFICATION RESULTS.

13.2EXCLUSION OF CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITY, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING EXCLUSION SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

13.3AGGREGATE LIABILITY CAP. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO SURT DURING THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS LIMITATION SHALL APPLY TO ALL CAUSES OF ACTION IN AGGREGATE AND NOT PER INCIDENT. THIS LIMITATION SHALL NOT APPLY TO THE CLIENT’S PAYMENT OBLIGATIONS UNDER SECTION 6.

13.4The limitations of liability in this Section 13 reflect a reasonable allocation of risk between the parties and form an essential basis of the bargain between them. Each party acknowledges that the other would not have entered into this Agreement without these limitations.
13.5Nothing in this Agreement shall limit or exclude either party’s liability for: (a) fraud or willful misconduct; (b) death or personal injury caused by negligence; (c) any liability that cannot be excluded or limited by applicable law; or (d) the Client’s payment obligations under Section 6.

14. Representations and Warranties

14.1Each party represents and warrants to the other that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation; (b) it has full legal authority to enter into and perform its obligations under this Agreement; (c) this Agreement constitutes a valid, binding, and enforceable obligation; and (d) the execution, delivery, and performance of this Agreement do not violate any applicable law, court order, or agreement to which it is a party.
14.2Surt additionally represents and warrants that: (a) the Services will perform materially in accordance with the applicable Documentation during the Service Period; (b) Surt will comply with all laws applicable to Surt in its provision of the Services; (c) Surt maintains appropriate data security measures as described in Section 11; and (d) to Surt’s knowledge, the Services do not infringe the Intellectual Property rights of any third party.
14.3The Client additionally represents and warrants that: (a) it has obtained and will maintain all necessary licenses, consents, notices, and permissions required for Surt to process Client Data and User Data in accordance with this Agreement; (b) Client Data does not and will not infringe the Intellectual Property rights of any third party or violate any applicable law; (c) the Client’s use of the Services will comply with all applicable laws and regulations; and (d) the Client has implemented appropriate risk-based procedures to comply with Sanctions Laws as required under clause 5.4.

15. Suspension and Termination

15.1 Suspension by Surt

Surt may, without limiting its other rights and remedies, immediately suspend the Client’s or any User’s access to all or part of the Services, without liability, if Surt reasonably and in good faith believes that: (a) the Client is in material breach of this Agreement, including failure to pay undisputed Fees when due; (b) the Client’s or a User’s use of the Services poses a risk to the security, integrity, or availability of the Platform; (c) the Client or a User is engaged in fraudulent, unlawful, or deceptive conduct; (d) continued provision of the Services would expose Surt to legal liability or regulatory sanction; or (e) required by any applicable law, court order, or regulatory authority. Surt will provide notice to the Client promptly upon suspension and will work in good faith with the Client to resolve the circumstances giving rise to the suspension. Access will be restored promptly upon satisfactory resolution.

15.2 Termination for Convenience

Unless otherwise specified in the applicable Order Form, neither party may terminate this Agreement for convenience during any committed Service Period. Upon expiry of the applicable Service Period, the parties may elect not to renew in accordance with clause 2.2.

15.3 Termination for Cause

Either party may terminate this Agreement or any Order Form for cause upon written notice if: (a) the other party is in material breach of this Agreement and such breach remains uncured for thirty (30) days following written notice specifying the breach in reasonable detail; (b) the other party becomes insolvent, makes a general assignment for the benefit of creditors, or is subject to bankruptcy, liquidation, administration, or analogous proceedings; or (c) the other party ceases to carry on business. Surt may additionally terminate this Agreement immediately if the Client violates Sections 4.5 (prohibited acts), 5.4 (Sanctions Laws), or engages in conduct that poses an ongoing risk to the Platform or other clients.

15.4 Effects of Termination

Upon expiration or termination of this Agreement for any reason: (a) all licenses granted to the Client shall immediately terminate and the Client shall cease all use of the Services, Platform, and Software; (b) each party shall promptly return or certifiably destroy all Confidential Information of the other party, except to the extent retention is required by applicable law; (c) the Client shall pay all outstanding Fees accrued up to and including the date of termination; (d) where termination is by the Client for cause, Surt shall provide a pro-rata refund of prepaid Fees for the unused portion of the Service Period; (e) where termination is by Surt for the Client’s cause, the Client shall pay all remaining Fees for the full committed Service Period; and (f) Surt shall make Client Data available for export for a period of thirty (30) days following termination, after which Surt shall delete or anonymize such data in accordance with its data retention policies and the DPA. Sections 1, 8, 9, 10, 12, 13, 15.4, 16, 17, and 18 shall survive any termination or expiration of this Agreement.

16. Force Majeure

16.1Neither party shall be liable to the other for any delay, failure, or non-performance of its obligations under this Agreement to the extent that such delay, failure, or non-performance is caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, epidemics, war, terrorism, civil unrest, strikes or labor disputes (other than those involving the affected party’s own personnel), governmental action or restrictions, denial-of-service or cyberattacks on third-party infrastructure, or failure of third-party telecommunications or internet infrastructure (each, a “Force Majeure Event”).
16.2The affected party shall notify the other party in writing as soon as reasonably practicable of the occurrence of a Force Majeure Event, the expected duration of the delay, and the steps being taken to mitigate its effects. The affected party shall use commercially reasonable efforts to minimize the impact of the Force Majeure Event and to resume performance as soon as reasonably practicable.
16.3If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the affected Order Form(s) on written notice, without liability, and the Client shall be entitled to a pro-rata refund of any prepaid Fees for the affected Services for the period of non-performance.

17. Dispute Resolution

17.1Informal Resolution. Before initiating formal dispute resolution, the parties shall attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement through good-faith negotiation. Either party may initiate informal resolution by providing written notice to the other, and the parties shall engage in negotiations for a period of at least thirty (30) days before escalating to formal proceedings.
17.2Arbitration. If a dispute is not resolved through informal negotiation, and except for claims properly brought in small claims court, all disputes arising out of or relating to this Agreement, including any question regarding its existence, validity, or termination, shall be resolved exclusively through final and binding individual arbitration. The arbitration shall be conducted under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its then-current Commercial Arbitration Rules. The arbitration shall be conducted by a single neutral arbitrator with relevant expertise in technology and commercial contracts. The arbitration shall take place in Delaware, or via videoconference at the election of either party. The language of the arbitration shall be English. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Surt shall bear all AAA filing fees and arbitrator compensation; each party shall bear its own legal fees and costs, except where applicable law provides otherwise.
17.3Class Action Waiver. THE PARTIES AGREE THAT ALL DISPUTES SHALL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED ACTION. NEITHER PARTY SHALL ASSERT, AND EACH HEREBY WAIVES THE RIGHT TO ASSERT, ANY CLAIM AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION. IF THIS WAIVER IS FOUND UNENFORCEABLE, THE ENTIRE ARBITRATION AGREEMENT IN CLAUSE 17.2 SHALL BE NULL AND VOID.
17.4Equitable Relief. Notwithstanding the foregoing, either party may seek urgent injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm pending the constitution of an arbitral tribunal, including in connection with Intellectual Property infringement or breaches of confidentiality obligations.

18. General Provisions

18.1Governing Law. This Agreement, and any dispute or claim arising out of or in connection with it, shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without giving effect to any conflict-of-laws principles that would require the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
18.2Notices. All notices under this Agreement shall be in writing and shall be delivered: (a) by email, with written acknowledgment of receipt by the receiving party; (b) by courier or overnight delivery service; or (c) by certified or registered mail, return receipt requested. Notices to Surt shall be addressed to legal@surt.com and, for formal legal notices, to the registered address set forth in the applicable Order Form. Notices to the Client shall be addressed to the contact details specified in the Order Form. Notices shall be deemed received: on the date of confirmed email delivery; on the next business day after courier dispatch; or three (3) business days after mailing, as applicable. Either party may update its notice details by providing written notice in accordance with this clause.
18.3Assignment. Neither party may assign, transfer, or novate this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, either party may assign this Agreement without consent to: (a) an Affiliate; or (b) a successor entity in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the assets to which this Agreement relates, provided that the assignee assumes all obligations under this Agreement and written notice of the assignment is provided promptly. Any purported assignment in breach of this clause shall be null and void. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.
18.4Entire Agreement. This Agreement, including all Order Forms, the DPA, any Service Level Agreement, and any other schedules or exhibits attached hereto or incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, agreements, representations, and understandings, whether written or oral. In the event of any conflict between the terms of an Order Form and these Terms and Conditions, the Order Form shall prevail to the extent of the specific conflict.
18.5Amendments. Surt reserves the right to update or modify these Terms and Conditions at any time. Surt will provide the Client with at least thirty (30) days’ advance written notice of any material changes. The Client’s continued use of the Services after the effective date of any modification constitutes acceptance of the modified terms. For changes that materially adversely affect the Client’s rights, the Client may terminate the affected Order Form within such thirty (30) day notice period without penalty, with a pro-rata refund of prepaid Fees for unused portions of the Service Period.
18.6Severability. If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect, unaffected by such modification.
18.7Waiver. No failure or delay by either party in exercising any right or remedy under this Agreement shall constitute a waiver of that right or remedy. No waiver of any breach of this Agreement shall be deemed a waiver of any subsequent breach of the same or any other provision.
18.8Independent Contractors. The parties are independent contractors. Nothing in this Agreement shall create or be deemed to create a partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Neither party has the authority to bind the other or to incur any obligation on the other’s behalf.
18.9Third-Party Rights. This Agreement is for the sole benefit of the parties hereto and their respective permitted successors and assigns. Nothing in this Agreement, express or implied, shall create or be construed to create any third-party beneficiary rights, except as expressly provided herein with respect to indemnification.
18.10Publicity. Neither party shall issue any press release, public announcement, or other public statement identifying the other party or describing the commercial relationship without the other party’s prior written approval, except as expressly permitted under clause 8.5 or required by applicable law or regulation.
18.11Export Control. The Client shall comply with all applicable export control laws and regulations in connection with its use of the Services, including the U.S. Export Administration Regulations (“EAR”) and applicable EU export control legislation. The Client shall not export, re-export, or transfer the Services or any technology received from Surt to any country, person, or entity in violation of such laws.
18.12Language. This Agreement is written in English. If this Agreement is translated into any other language, the English version shall prevail in the event of any conflict or inconsistency.
18.13Counterparts. This Agreement, including any Order Form, may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding.

19. Contact Information

For any inquiries, notices, or communications relating to this Agreement, please contact Surt at:

Surt AI LLC
Legal and contractual matters:  legal@surt.com
Privacy and data protection:  legal@surt.com
Security incidents:  legal@surt.com
Technical support:  support@surt.com
Website:  https://surt.com

Effective date: June 19, 2026

Last Updated: June 19, 2026

© 2026 Surt AI LLC. All rights reserved.