TERMS & CONDITIONS OF USE

(Effective as of December 13, 2018)

Welcome to the SurroundUs Services LLC website. The following terms and conditions (“Terms of Use”) govern access to and use of our website located at www.SurroundUsServices.com (the “Site”) and the services offered by SurroundUs Services LLC in connection with the Site (“Service”). The Service is made available by SurroundUs Services LLC (“us,” “we,” or “SurroundUs Services”). Please review these Terms of Use carefully. By accessing or using the Site you (“you”) agree to these Terms of Use. If you do not agree to these Terms of Use, you may not access or use the Site or the Service. SurroundUs Services also may make changes to these Terms of Use, which will be posted to this page and will become effective immediately upon posting. For this reason, we urge you to read these Terms of Use each time you visit our Site.

1. PRIVACY POLICY

SurroundUs Services respects the privacy of its users. Please refer to SurroundUs Services’ Privacy Policy (found here: www.SurroundUsServices.com/privacy) which explains how we collect, use, and disclose information that pertains to your privacy. When you access or use the Site or the Service, you signify your agreement to this Privacy Policy.

2. ABOUT THE SERVICE; RULES FOR CONDUCT AND USE OF THE SERVICE

SurroundUs Services maintains this website to provide online access to information about SurroundUs Services and the products and Services we provide. You need to be at least 18 years old and a resident of the United States to participate in the Service. The Services provided by us are subject to a separate client agreement. If you are a non-U.S. resident, you may access this Site solely at your own risk and are responsible for compliance with local laws and regulations, if applicable.

You are solely responsible for your use of and activity in relation to the Site and the Service. Your permission to use the Service and the Site is conditioned upon the following use and conduct restrictions. You agree that you will not under any circumstances:

(a) post or submit any content that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable and offensive;

(b) create a false identity or impersonate any person, including without limitation, identities falsely indicating that you are a SurroundUs Services official or representative, message board moderator, guide, or another user;

(d) use the Service for any unlawful purpose or for the promotion of illegal activities;

(e) distribute or submit unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation;

(f) attempt to, or harass, abuse or harm another person;

(g) provide false or inaccurate information to SurroundUs Services;

(h) interfere or attempt to interfere with the proper functioning of the Site or Service;

(i) obtain or attempt to obtain unauthorized access to the Service or to SurroundUs Services’ servers, systems, network, or data;

(j) make any automated use of the Site or Service, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure;

(k) copy, modify or distribute rights from the Site or Service or SurroundUs Services’ copyrights and trademarks;

(l) submit content or materials that are subject to intellectual property protection, including without limitation, copyright, trademark or patent rights, or otherwise subject to third party proprietary rights, including without limitation, privacy and publicity rights, unless you are the owner of such rights or have permission from the owner of such rights to post said content or materials and to grant us all of the license rights necessary to transmit or maintain such content and materials on or through the Site;

(m) bypass any robot exclusion headers or other measures we take to restrict access to the Site or the Service or use any software, technology, or device to scrape, spider, or crawl the Site or harvest or manipulate data;

(n) publish, submit or link to malicious content intended to damage or disrupt the browser, computer or systems of SurroundUs Services or of any other person or entity;

(o) make available viruses or any other computer code, files, programs or content designed to interrupt, destroy or limit the functionality of the Services or affect other users; or

(p) interfere with or disrupt the Services or servers, systems or networks connected to the Services in any way.

You acknowledge that people participating in public or semi-public spaces on the Site, including any blog or message board we may make available (collectively “Forums”) occasionally post content or material, or make statements, whether intentionally or unintentionally, that are inaccurate, misleading, illegal or deceptive. We neither endorse nor are responsible for such submissions or statements, or for any opinion, advice, information or other utterance made or displayed on the Site, including in the Forums, by any third person. The opinions expressed in the Forums reflect solely the opinion(s) of the participants of the Forums and do not necessarily reflect the opinion(s) of SurroundUs Services. We are not responsible for any errors or omissions in articles or postings, for hyperlinks embedded in submissions or other content posted by our users or for any results obtained from the use of any such statements or information. Under no circumstances will we or our affiliates, agents, suppliers or other users be liable for any loss or damage caused by your reliance on any content or material submitted to us or on any information or materials obtained through the Site.

We have no obligation to monitor the Site, the Forums or any submissions or other materials that you or other third persons or parties transmit or post on the Site or the Forums. You acknowledge and agree that we have the right (but not the obligation) to do any or all of the following, at our sole discretion: (a) alter, remove or refuse to post or allow to be posted or stored any user-submitted content, material or message; (b) monitor and/or filter any of your communications through the Forums (including without limitation, by means of blocking or replacing expletives or other language that may be deemed harmful or offensive); and/or (c) disclose any submission or message or any communication through the Forums, and the circumstances surrounding the transmission thereof, to any third party in order to operate the Site to (i) protect us and our employees, officers, directors, shareholders, agents, representatives, affiliates, users and visitors; (ii) to comply with legal obligations or governmental requests; (iii) to enforce these Terms of Use; or (iv) for any other reason or purpose.

Any material, content or information that you submit, supply, provide, transmit or otherwise make available to us or the Site (including the Forums or any third-party services SurroundUs Services may use in connection with the Service), including all intellectual property rights in such content, including but not limited to all patent rights, copyright rights, moral rights, rights of publicity, trademark, trade dress and service mark rights (and associated goodwill), trade secret rights, and all other intellectual property and proprietary rights as may now exist or hereafter come into existence, and all applications for any of these rights and registrations, renewals and extensions of any of these rights, in each case under the laws of any state, country, territory or other jurisdiction, is referred to in these Terms of Use as “User Content.” User Content includes all materials provided to us in any and all forms, including but not limited to photographs, slides, negatives, film, digital, electronic or cloud based media and any password or account information necessary to access such media. You retain all of your rights in all of the User Content you provide to us.

By posting or submitting User Content or material to the Site, including the Forums, or any third-party services SurroundUs Services may use in connection with the Service, you represent and warrant (A) that you own or otherwise control all of the rights to the User Content submitted, including without limitation, all copyrights; (B) that the User Content is accurate; (C) that use of the User Content you supply does not violate these Terms of Use or the Privacy Policy and will not cause injury to any person or entity; and (D) that you will indemnify us and/or our affiliates for all claims resulting from any User Content. We take no responsibility and assume no liability for any User Content or materials submitted or posted on the Site, including in the Forums, by you or any third party. WE RESERVE THE RIGHT TO REMOVE ANY USER CONTENT, MATERIAL, OR SUBMISSION THAT WE DETERMINE IN OUR SOLE DISCRETION VIOLATES ANY LAW OR RIGHT OF ANY PERSON, INFRINGES THE RIGHTS OF ANY PERSON, OR, IN OUR SOLE DISCRETION, IS OTHERWISE INAPPROPRIATE FOR POSTING ON THE SITE, INCLUDING IN THE FORUMS.

3. INTELLECTUAL PROPERTY; LICENSE GRANT

You acknowledge and agree that we and our licensors retain ownership of all intellectual property rights of any kind related to the Site and the Service, including applicable copyrights, trademarks and other proprietary rights. Names of other products, companies, or other persons or entities, that are mentioned on the Site may be trademarks of their respective owners. We reserve all rights that are not expressly granted to you under these Terms of Use.

By providing any User Content to SurroundUs Services, you grant us a perpetual, irrevocable, non-exclusive, royalty-free, transferable, sublicensable, worldwide license to use, display, reproduce, modify, and distribute your User Content on the Site and in other promotional materials for the purposes of operating and providing to you and to our other users the Service and other products and services we may offer from time to time and for otherwise advertising and promoting the Site and the Service. In addition, you hereby consent to the use and disclosure of your name, and other personal identifying information you provide to us, in connection with our display, publication, or other use of any User Content that you submit to us. Nothing in these Terms of Use shall restrict SurroundUs Services’ rights to User Content under separate licenses. Please be aware that the Site and the Service, any other promotional materials we may distribute from time to time, are publicly available, and that other persons or entities may see, use, or otherwise republish or redistribute any User Content that you provide to us and we make publicly available through the Site, the Service, or otherwise.

4. NOTICE AND TAKE DOWN PROCEDURES; COPYRIGHT AGENT

If you believe any material or content accessible on, from, or through the Site (including the Forums) or the Service infringes your copyright, you may request removal of that content (or access thereto) from the Site (including the Forums) and the Service by contacting our copyright agent (identified below) and providing the following information:

(a) Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work.

(b) Identification of the material that you believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material.

(d) A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law.

(e) A statement that the information that you have supplied is accurate, and indicating that “under penalty of perjury,” you are the copyright owner or are authorized to act on the copyright owner’s behalf.

(f) A signature or the electronic equivalent from the copyright holder or authorized representative.

Our agent for copyright issues relating to the Site and the Service is as follows: Dominick Sekich, Moye White LLP, 1400 16th Street, 6th Floor, Denver, CO 80202-1486, phone: 303-292-2900, fax: 303-292-4510, dominick.sekich@moyewhite.com.

5. WARRANTY DISCLAIMER

THE SERVICE AND THE SITE ARE PROVIDED “AS IS,” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND. YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR SOLE RISK. WITHOUT LIMITING THE FOREGOING, SURROUNDUS SERVICES EXPRESSLY DISCLAIMS , TO THE FULLEST EXTENT PERMISSIBLE BY LAW, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICE, THE SITE, OR ANY INFORMATION PROVIDED BY SURROUNDUS SERVICES THROUGH THE SITE OR THE SERVICE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY AND NON-INFRINGEMENT, AS WELL AS ALL WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. WE MAKE NO WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE, THE SERVICES OR THE DELIVERABLES. WITHOUT LIMITING THE FOREGOING, SURROUNDUS SERVICES MAKES NO WARRANTY OR REPRESENTATION THAT (A) ACCESS TO OR OPERATION OF THE SITE OR SERVICE WILL MEET YOUR REQUIREMENTS, (B) ACCESS TO OR OPERATION OF THE SITE OR SERVICE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE BASIS, (C) THE SITE, ITS CONTENT, OR ANY SERVICES OR DELIVERABLES THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR SERVICES OFFERED 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 (D) THAT QUALITY OF ANY PRODUCT, SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. SURROUNDUS SERVICES DISCLAIMS ANY RESPONSIBILITY FOR THE DELETION, FAILURE TO STORE, MISDELIVERY, OR UNTIMELY DELIVERY OF ANY INFORMATION OR MATERIAL, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. IN NO EVENT WILL SURROUNDUS SERVICES BE LIABLE FOR THE ACTIONS OF ANY THIRD PARTY WHOM SURROUNDUS SERVICES ENGAGES AT YOUR REQUEST TO PROVIDE ADDITIONAL SERVICES. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF FILES, INFORMATION, CONTENT OR OTHER MATERIAL OBTAINED FROM THE SERVICE. SURROUNDUS SERVICES SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT, MATERIALS OR INFORMATION. SURROUNDUS SERVICES DOES NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF THE PRODUCTS, INFORMATION OR SERVICES PROVIDED THROUGH THE SITE AND THE SERVICE.

YOU UNDERSTAND THAT WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR 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. 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 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 SITE LINKED TO IT.

6. LIMITATION OF DAMAGES

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SURROUNDUS SERVICES OR ANY OF OUR DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, TREBLE, OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE OR VIEW THE SITE, THE SERVICES, THE PRODUCTS, THE USER CONTENT OR THE DELIVERABLES CONTAINED IN OR ACCESSED THROUGH THE SERVICES, INCLUDING ANY DAMAGES CAUSED BY OR RESULTING FROM YOUR RELIANCE ON ANY INFORMATION OBTAINED FROM US, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY TERMINATION, SUSPENSION OR OTHER FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO OUR RECORDS, PROGRAMS OR SERVICES. IN NO EVENT WILL OUR AGGREGATE LIABILITY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SITE, THE SERVICES, THE PRODUCTS, THE USER CONTENT OR THE DELIVERABLES, EXCEED COMPENSATION YOU PAY, IF ANY, TO US FOR ACCESS TO OR USE OF THE SITE OR THE SERVICES OR FOR THE PURCHASE OF PRODUCTS. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

7. MODIFICATION OF TERMS OF USE

We can amend or discontinue the Site (or any portion of the Site), the Services, and these Terms of Use at any time, temporarily or permanently. SurroundUs Services will not be required to notify you in advance of amending or modifying the Site, the Service, or the Terms of Use. However, we will post any modifications to the Terms of Use on the Site and such modifications will become effective immediately. Therefore, it is your sole responsibility to check the Site from time to time to view any such changes. If you continue to use the Service or the Site after such modifications are posted, you signify your agreement to our revisions to the Terms of Use. SurroundUs Services shall not be liable to you or any third party in the event SurroundUs Services exercises its right to modify or discontinue the Site (or any portion of the Site). Unless explicitly stated otherwise, any new feature that augments or enhances the current Site shall be subject to these Terms of Use. Any changes to these Terms of Use (other than as set forth in this paragraph) or waiver of SurroundUs Services’ rights hereunder shall not be valid or effective except in a written agreement bearing the physical signature of an officer of SurroundUs Services. No purported waiver or modification of these Terms of Use by SurroundUs Services via telephonic or email communications shall be valid.

8. CLIENT AGREEMENT

If you are interested in obtaining the Services, you will be required to execute the Client Agreement. In addition to the terms set forth in the Client Agreement, the following terms will apply to the Client Agreement, the Service, and the Deliverables. Capitalized terms used in this section but not defined in this section shall have the meanings set forth in the Client Agreement.

8.1 Limited Warranty. We make no warranty or guarantee with respect to the quality of the Deliverables. If any of your User Content is given to us to be digitized prior to organization, you acknowledge that because of the quality loss that often occurs during the digitization process, the quality of such Deliverables may not be as good as the materials you provide to us. By submitting media to us for organization, digitization, or any other service, you agree that if any such media is lost or damaged by us, it will be replaced only with an equivalent type of blank media or the cost of such blank media. For example, if you submit a flash drive to us for the transfer of files to our computer system, and it is damaged during the transfer process, you will be entitled only to a replacement blank flash drive or the cost of replacing the physical flash drive, irrespective of what was on the original. The handling of your media by us is otherwise without warranty or liability. Notwithstanding the foregoing, if you have any concerns regarding the Deliverables that do not relate to quality loss and you communicate your concerns to us within thirty (30) days of receiving the Deliverables, we will use commercially reasonable efforts to resolve the matter. If we are unable to resolve the matter, your sole and exclusive remedy will be a refund of the Service Fees. WE DISCLAIM ALL RESPONSIBILITY FOR, AND THIS LIMITED WARRANTY DOES NOT APPLY TO, ANY ISSUES COMMUNICATED TO US FOLLOWING THE EXPIRATION OF THIS THIRTY (30) DAY PERIOD.

8.2 Governing Law, Jurisdiction, and Venue. The Client Agreement shall be governed by and construed in accordance with the internal laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule (whether of the State of Colorado or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Colorado. Any legal suit, action, or proceeding arising out of or related to the Client Agreement or the matters contemplated hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Colorado in each case located in the City and County of Denver, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding and waives any objection based on improper venue or forum non conveniens. Service of process, summons, notice, or other document by mail to such Party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.

8.3 Notices. All notices, requests, consents, claims, demands, waivers, and other communications under the Client Agreement shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or email of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses set forth on the first page of the Client Agreement (or to such other address that may be designated by a Party from time to time in accordance with this Section).

8.4 Entire Agreement. The Client Agreement together with this Terms of Use constitutes the sole and entire agreement between the Parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. The Client Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party thereto.

8.5 Severability. If any term or provision of the Client Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of the Client Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

8.6 Counterparts. The Client Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of the Client Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of the Client Agreement.

8.7 Assignment. Neither Party may assign any of its rights or delegate any of its obligations under this Terms of Use or under the Client Agreement without the prior written consent of the other Party, provided that SurroundUs Services may assign any of its rights and delegate any of its obligations hereunder to any person or entity that acquires substantially all of SurroundUs Services’ assets. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the assigning or delegating Party of any of its obligations hereunder. The Client Agreement is for the sole benefit of the parties thereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of the Client Agreement.

8.8 Waivers. No waiver by any Party of any of the provisions of the Client Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from the Client Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

8.9 Indemnification. You agree to defend, indemnify, and hold harmless SurroundUs Services, its affiliates, and their respective shareholders, officers, directors, employees, agents, successors, and permitted assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, in connection with any third party claim, suit, action, or proceeding arising out of or resulting from or in any way connected with your use of or access to the Site or your violation of the Client Agreement.

Please contact us at info@SurroundUsServices.com for instructions on how to contact us to learn more about the Services and how to submit materials.

9. GENERAL TERMS

If any term or provision of these Terms of Use is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms of Use or invalidate or render unenforceable such term or provision in any other jurisdiction. The remaining portions will remain in full force and effect. Any failure on the part of SurroundUs Services to enforce any provision of these Terms of Use will not be considered a waiver of our right to enforce such provision. Our rights under these Terms of Use will survive any termination of these Terms of Use.

These Terms of Use and your use of the Site are governed by the federal laws of the United States of America and the laws of the State of Colorado, without regard to conflict of law provisions. In the event of any conflict between foreign laws, rules and regulations and those of the United States, the laws, rules and regulations of the United States shall govern. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Use. You hereby consent to personal jurisdiction by the state and federal courts located in the City and County of Denver, Colorado.

You agree to defend, indemnify, and hold harmless SurroundUs Services, its affiliates, and their respective shareholders, officers, directors, employees, agents, successors, and permitted assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, in connection with any third party claim, suit, action, or proceeding arising out of or resulting from or in any way connected with your use of or access to the Site or your violation of these Terms of Use.

Neither party shall be deemed to be an agent of the other party and the relationship of the parties shall be that of independent contractors. Neither party shall have any right or authority to assume any obligations, or to make any representations or warranties, whether express or implied, on behalf of the other party, or to bind the other party in any matter whatsoever. The headings of the sections of these Terms of Use are for convenience of reference only and shall not be considered in construing these Terms of Use.

Communications made through the Site’s e-mail and messaging system (including by messages submitted to us at www.SurroundUsServices.com) will not constitute legal notice to SurroundUs Services or any of its officers, employees, agents or representatives in any situation where notice to SurroundUs Services is required by contract or any law or regulation.

For contractual purposes, you (a) consent to receive communications from SurroundUs Services in an electronic form via any email address you may submit to us; and (b) agree that all Terms of Use, agreements, notices, disclosures, and other communications that SurroundUs Services provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights.

You agree to comply at all times with all laws, rules and regulations applicable to your use of the Service and the Site. SurroundUs Services controls this Site from within the United States. You may not access, download, use or export the Site in violation of U.S. export laws or regulations or in violation of any other applicable laws or regulations.

Your right to use the Site is personal to you. You agree not to reproduce, duplicate, copy, sell or resell the Site, without the express written consent of SurroundUs Services.

SurroundUs Services may assign or delegate these Terms of Use and/or the SurroundUs Services Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms of Use or Privacy Policy without SurroundUs Services’ prior written consent, and any unauthorized assignment and delegation by you is void.

YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE, UNDERSTAND THE TERMS OF USE, AND WILL BE BOUND BY THESE TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THESE TERMS OF USE TOGETHER WITH THE PRIVACY POLICY AT www.SurroundUsServices.com/privacy REPRESENT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THESE TERMS OF USE.

If you have any questions regarding these Terms of Use or the Site, please contact SurroundUs Services at info@SurroundUsServices.com.

TERMS & CONDITIONS OF USE

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