Terms and Conditions

The Terms and Conditions (“Terms“) form a legal agreement between Surprise.com, Inc. (“SDC“, “we” or “us“) and you (“you” or “User“) and applies to your use of the Surprise.com™ app (“App”) and website (collectively with the App, the “Service”) on all electronic devices (web, mobile, tablet and any other device).

Please review the Terms carefully. They include a provision waiving the right to pursue any class, group or representative claim and requiring you to pursue certain disputes through individual arbitration unless you opt-out within the specified time frame. See Section 13 for more information.

In addition to these Terms, additional terms and conditions may be posted to applicable Contest notifications or at SDC’s website at https://surprisehr.com/legal, each of which may be updated by SDC in its sole discretion from time to time without prior notice to the User, and which are incorporated into and are deemed part of these Terms. You will be provided notice of material changes to the Terms through in-app notification, and all changes will be reflected in the Terms on SDC’s website. You agree that you bear the responsibility to check the relevant websites for updates. You agree that clicking “accept” or “agree” to the Terms has the same effect as a physical signature and constitutes express agreement to the Terms.

BY USING THE SERVICE OR CREATING AN ACCOUNT WITH US, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT INSTALL, CONNECT TO, ACCESS OR USE (OR CONTINUE TO USE) THE SERVICE.

NO PURCHASE NECESSARY TO ENTER OR WIN. A PURCHASE WILL NOT INCREASE YOUR CHANCES OF WINNING.

1. ELIGIBILITY

The Service is open only to legal residents ofthe fifty (50) United States and the District of Columbia who are at least 18 years of age and the eligible age to participate in their jurisdiction. Void where prohibited. Employees of SDC, the Contest’s promotional partners (if any), and their respective parents, affiliates, subsidiaries and advertising and promotion agencies, along with each of their immediate families (parent, child, spouse or sibling and their respective spouses, regardless of where they reside) and those living in their same households, whether or not related, are not eligible to enter or win. Contests are subject to all applicable federal, state and local laws.

Each Contest, as defined below, has its own entry period (the “Prize Period”). The entry periods for each Contest are listed on the SDC-hosted page for that Contest on the App (“Prize Page”).

2. YOUR ACCOUNT

In order to access or use some of the features of the Service, you may be required to register by opening an account (“Account“) or by signing in via a third-party tool (such as Facebook) (“Third Party Tool“). If you open an Account, you may be required to provide details and choose a password or to otherwise allow us to access your account information through a Third Party Tool (“Login Information“). You must safeguard and not disclose your Login Information and you must supervise the use of such Account. You will be responsible for all uses of your Login Information, including purchases, whether or not authorized by you. In the event you become aware of or reasonably suspect any breach of security, including any loss, theft or unauthorized disclosure of your Login Information or unauthorized access to your Account, or otherwise discover security or vulnerability issues related to the Service you must immediately notify us at hello@surprise.com and modify your Login Information.

Your profile photo and other profile information including, but limited to, your city, state, country, User name, online status, recent activity in the App, prizes won as the result of Contests in the App, and any other media, photo, video or text uploaded to or transmitted to other users of the App, will be viewable by other users of the App unless you opt out of that sharing using the privacy tools in your profile.

You must provide accurate and complete information when creating an Account and update your information (including any contact information) promptly upon any change. You also agree not to misrepresent your identity or age to open an Account on behalf of someone other than yourself.

You undertake to monitor your Account and to restrict use by anyone who is not an eligible User. You accept full responsibility for any use of the Service using your Login Information, including any use of your credit card or other payment instrument.

We reserve the right to remove or reclaim any username at any time and for any reason, including in case of claims by a third party that a username violates any third party’s rights or otherwise violate these Terms. We also reserve the right to take other actions in connection with your Account when necessary to investigate or resolve technical issues or other problems related to the Service.

If you wish to terminate or close your Account, you may do so by contacting us at hello@surprise.com. Your Account will be terminated within a reasonable timeframe following our receipt of your written request, and from the date of termination you will no longer be able to access your Account.

3. LICENSE TO USE THE SERVICE

SDC retains any and all rights in the Service (including applications, software, computer codes, themes, objects, characters, character names, animations, stories, concepts, designs, graphics, content, materials, texts, information, pictures, logos, video, recording, games, titles, sound, music, audio-visual effects, methods of operations, moral rights, documentations, character profile information and other files, and their selection and arrangement) (collectively, “Service Content“), and all intellectual property rights or other proprietary rights in connection therein and the foregoing together with any and all upgrades, updates, enhancements, improvements, modifications and derivative works are owned, controlled and licensed by SDC. The Service and all Service Content are protected by applicable copyright, trade dress, patent, and trademark laws, international conventions, and other laws protecting intellectual property and related proprietary rights.

Subject to your agreement and compliance with these Terms, SDC grants you a personal, non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable, limited scope license to use the Service, through a supported web browser or mobile device, only for your own, private, non-commercial entertainment purposes and for no other purpose whatever and only pursuant to these Terms, any other rules or terms published by SDC from time to time on its website or mobile application and applicable laws. If you violate or if, at any point, you do not agree with any of these Terms, your license to use the Service will be immediately revoked, and you will immediately stop using the Service. If the Service or any part thereof is determined to be illegal under the laws of the jurisdiction in which you reside, this license shall be treated as null and void, and you must refrain from using the Service.

These Terms convey only a limited revocable right to use the Service in accordance with the Terms. You shall not, nor shall you cause any other party to, modify, decompile, disassemble, reverse engineer, copy, transfer, create derivative works from, rent, sub-license, distribute, reproduce framed, republish, scrape, download, display, transmit, post, lease or sell in any form or by any means, in whole or in part, use for any purpose other than for using the Service pursuant to these Terms or otherwise exploit any of the Service Content without SDC’s explicit, prior written permission.

4. CHALLENGES

The Service offers Users a chance to win various prizes. Users answer trivia questions or complete real-world challenges, and other games of skill in the App (collectively, “Challenges”) to receive entries for a chance to win prizes (collectively with the Challenges, “Contests”). Completing the Challenges is free and does not require payment.

Users can also purchase a Surprise Superstar Upgrade. The Surprise Superstar Upgrade is free for the User’s first day and $99.99 (or foreign currency equivalent) per month thereafter. The Surprise Superstar Upgrade increases the number of entries per Contest that the User can receive from each completed Challenge. You will be advised of the price, duration and all applicable terms before purchase. You will be notified prior to any renewal of the amount and date of the upcoming renewal payment both within the Service and at the email you maintain as part of our Account information. You can cancel your subscription by following the instructions within the Service. Unless otherwise stated, cancellations will take effect at the end of the then-current term.

Users who connect a social media account to their Account will receive five (5) entries for every entry received from a Challenge. For example, if a Challenge rewards a user with ten (10) entries, a User with their social media account connected to their SDC Account would receive fifty (50) entries. The social media account must be connected continuously to the Account for thirty (30) days in order to receive five times the entries per Challenge.

4.1 Free Alternative Method of Entry

No purchase necessary. Purchases do not increase a User’s chances of winning. Users can receive the same number of entries per Challenge without purchasing the Surprise Superstar Upgrade or connecting your social media account by mailing a hand-printed entry including Your name, email address associated with Your account, complete address, daytime and evening telephone numbers (area code included), and date-of-birth in a properly stamped #6¾ or #10 envelope to: 300 Fayetteville St, PO Box 1660, Raleigh, NC 27602. Within 7 days of receipt, SDC will credit the User with a one-month subscription to Surprise Superstar Upgrade. Limit one (1) mailed entry per User per month. A second entry received in any month may be counted toward the next month, but any entries thereafter received from a User in that month will be void.

4.2 Drawing

Prizes will be awarded randomly. Odds of winning a Contest depend on the number of eligible entries received for the applicable Contest.

Potential winners will be notified of their prize eligibility within the App after completing a Challenge. Prizes may be delivered electronically if the nature of the prize permits electronic delivery, mailed via U.S. mail to the address provided by the prize winner at the Prize Page or by such other reasonable means that SDC may elect.

4.3 Winner Notification

Potential winners may be required to execute and return an affidavit of eligibility, a liability release and, where lawful, a publicity release within seven (7) days of date of issuance. Prizes over $49 also require identity verification in the App before the User can claim the prize. If such documents and/or identity verification, if applicable, are not returned within the specified time period, a prize or prize notification is returned as undeliverable, SDC is unable to contact a potential winner or a potential winner is not in compliance with these Terms, the prize will be forfeited and, at SDC’s sole discretion, an alternate winner selected.

5. SURPRISE STORE

SDC offers for purchase Surprise Eggs and Guaranteed Eggs. The Surprise Eggs and Guaranteed Eggs can either be opened by the purchaser or gifted to another User.

5.1 Surprise Eggs

Each Surprise Egg costs $0.99. Each Surprise Egg, when opened, gives the User a chance to win a prize. Users are limited to opening twenty (20) Surprise Eggs per month.

(i) Free Alternative Method of Entry

No purchase necessary. Users can receive twenty (20) Surprise Eggs per month without purchase by mailing a hand-printed entry including Your name, email address associated with Your account, complete address, daytime and evening telephone numbers (area code included), and date-of-birth in a properly stamped #6¾ or #10 envelope to: 300 Fayetteville St, PO Box 1660, Raleigh, NC 27602. Within 7 days of receipt, SDC will credit the User with 20 Surprise Eggs. Limit one (1) mailed entry per User per month. A second entry received in any month may be counted toward the next month, but any entries thereafter received from a User in that month will be void.

(ii) Drawing

Prizes will be awarded randomly. Odds of winning a Contest depend on the number of eligible entries received for the applicable Contest.

(iii) Winner Notification

Potential winners will be notified of their prize eligibility within the App immediately after opening a Surprise Egg. Prizes may be delivered electronically if the nature of the prize permits electronic delivery, mailed via U.S. mail to the address provided by the prize winner at the Prize Page or by such other reasonable means that SDC may elect.

5.2 Guaranteed Eggs

Guaranteed Eggs cost different prices ranging from $0.99 to $9,999.99. The cost of the Guaranteed Egg corresponds to a set of prizes within a price range up to the cost of the Guaranteed Egg (“Prize Tier”). You will be advised of the price of each Guaranteed Egg before purchase. Each Guaranteed Egg, when opened, will award the User (a) one (1) item within that Guaranteed Egg’s Prize Tier or (b) a Piñata containing up to five (5) items, the total value of which is approximately the price of the Guaranteed Egg. Prizes vary in retail value. Any difference between the total retail value of the prize(s) and the cost of the Guaranteed Egg will be provided to the User in the form of Coins. A complete catalog of potential prizes in each price tier is available in the app. Users will have the opportunity to exchange prizes received from Guaranteed Eggs for other items from the catalog at the same Prize Tier.

5.3 Coins

Coins can be used for additional in-App actions directly related to gameplay. Coins cannot be transferred to other Users. Coins cannot be exchanged for cash or any other real-world value.

6. PRIZES, GENERALLY

Prizes are awarded “as is” with no warranty or guarantee, either express or implied by SDC. Winners may not substitute, assign or transfer prize or redeem prize for cash, but SDC reserves the right, at its sole discretion, to substitute prize (or portion thereof) with one of comparable or greater value. Winners are responsible for all applicable federal, state and local taxes, if any, as well as any other costs and expenses associated with prize acceptance and use not specified herein as being provided. All prize details are at SDC’s sole discretion.

For cash prizes, registration with SDC’s payment provider may be required in order to claim a prize.

For gift cards,the gift cards may be subject to certain terms and conditions as specified by the issuer.

For vehicles, all prize details, including color and options, will be determined solely by SDC in its sole discretion. Winners must take delivery of vehicle from the dealership designated by SDC, or as otherwise instructed by SDC. All costs and expenses related to prize acceptance and use not specified herein as being awarded are the responsibility of winner, including, but not limited to, all federal state and local taxes (including income taxes), title, insurance, license and registration fees. Winners will be required to present a valid driver’s license and proof of appropriate insurance as a condition of receiving a prize. Open to winners in the U.S. only. Winners outside the U.S. will receive the actual estimated retail value of the vehicle in cash. Registration with SDC’s payment provider may be required in order to claim a cash prize.

For prizes that involve travel, unless otherwise specified, trips consist of roundtrip, coach class air transportation from a major U.S. gateway airport nearest winner’s residence to the designated location, the specified nights standard hotel accommodations (one room, double occupancy) and, if applicable, a specified number of days’ car rental. Any car rental is subject to car rental company terms and conditions. If winner resides within a 100-mile radius of destination, ground transportation will be provided in lieu of air transportation and no compensation or substitution will be provided in lieu thereof. The approximate retail value of the prize will be stated in the particular Contest rules, but the actual value of prize may vary based on point of departure. Any difference between stated value and actual value will not be awarded. Trip must be taken on dates specified by SDC, or the prize will be forfeited and SDC will have no further obligation to such winner. SDC reserves right to change dates. Winner and guest must travel together on the same itinerary. Guest must be of legal age of majority in his/her jurisdiction of residence (and at least 18), unless the child or legal ward of winner, and must sign a liability/publicity release prior to issuance of travel documents. If guest is a child or legal ward of the winner, the winner must sign and return the release on behalf of such child or legal ward. Travel must be made through SDC’s agent, on a carrier of SDC’s choice and is subject to availability. Certain blackout dates and travel restrictions may apply. All federal, state and local taxes and all other costs associated with prize acceptance and use not specified herein as being provided, including meals, souvenirs and gratuities, are the sole responsibility of the winners.

For prizes that are event tickets, tickets are subject to certain terms and conditions as specified thereon. Seat locations will be determined by SDC. Winner and guest must comply with all venue rules and regulations. Failure to do so may result in forfeiture of prize. In the event SDC is unable to provide the tickets or if the event is canceled or postponed, no compensation or substitution will be provided in lieu thereof; however, the remainder of the prize package (if any) will be awarded and SDC will have no further obligation to winner.

Refer to specific Prize Pages for more information and additional terms for specific prizes.

7. PLATFORM PROVIDER RULES

In the event that you are using the Service through a third-party website or application, social network, platform or store (“Platform“), you must comply with the terms of use or services of such Platform (the “Platform Terms“), in addition to these Terms, and the Platform’s privacy policy will apply to any of your interactions with the Platform. The Platform Terms are incorporated into these Terms by reference such that a violation by you of the Platform Terms shall be deemed a violation of these Terms. In the event of a conflict between these Terms and the Platform Terms, the Platform Terms shall control solely to the extent the conflict relates to the rights or obligations of the Platform and not of us.

If you have downloaded the App from the Apple, Inc. (“Apple”), App Store or if you are using the Service on an iOS device, you acknowledge that you have read, understood and agree to the following notice regarding Apple. This Agreement is between you and SDC only, not with Apple, and Apple is not responsible for the Service and the content thereof. Apple has no obligation whatever to furnish any maintenance and support services with respect to the Service. In the event of any failure of the Service to conform to any applicable warranty, then you may notify Apple and Apple will refund any applicable purchase price for the App to you. To the maximum extent permitted by applicable law, Apple has no other warranty obligation whatever with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession or use of the Service, including: (1) product liability claims; (2) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that the Service infringes that third party’s intellectual property rights. You agree to comply with any applicable third-party terms, when using the Service. Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement, and, upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary of this Agreement. You hereby represent and warrant that (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

8. RESTRICTIONS ON USE OF THE SERVICE

You shall not, and shall not permit or cause any other party, to:

1. Create an Account with or access the Service if you are not an eligible User;

2. Use the Service in an illegal manner or encourage or promote any illegal activity;

3. Fail to pay any amounts due (to the extent applicable);

4. Interfere with or violate Users’ rights to privacy and other rights, or harvest, post, solicit or collect personally identifiable information about Users without their express consent, whether manually or through the use of any robot, spider, crawler, any search or retrieval application, or other manual or automatic device, process or method to access the Service and retrieve, index or data-mine any information;

5. Interfere with or disrupt the operation of the Service or the servers or networks that host the Service, or disobey any laws or regulations or requirements, procedures, policies, or regulations of such servers or networks;

6. Advertise, solicit or transmit any commercial advertisements or SPAM;

7. Violate the intellectual property or other rights of any party, including SDC;

8. Create false personas, multiple identities or multiple Accounts; set up an Account on behalf of someone other than yourself; use bots or other automated software programs to defraud or which otherwise violate these Terms or the terms and conditions of any third-party applications or social networks through which the Service is accessed;

9. Upload or transmit (or attempt to upload or to transmit), without our express permission, any material that acts as a passive or active information collection or transmission mechanism, including clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies or other similar devices (sometimes referred to as “spyware,” “passive collection mechanisms” or “pcms”);

10. Exploit, distribute, develop or publicly inform other Users or the public of any Service (including any Contest) error, miscue or bug which provides an unintended advantage, or of “auto” software programs, “macro” software programs or other “cheat utility” software programs or applications;

11. Engage in any fraudulent activity with respect to payment methods or advertiser tracking mechanisms;

12. Attempt to use the Service on or through any service that is not authorized by SDC. Any such use is at your own risk and may subject you to additional or different terms. SDC takes no responsibility for your use of the Service through any service that is not authorized by it;

13. Rent, lease, sell, trade, gift, bequeath or otherwise transfer your Account to anyone without our written permission;

14. Attempt to interfere with, hack into or decipher any transmissions to or from the servers for the Service; or interfere with the ability of others to enjoy using the Service, including by disrupting, overburdening or aiding the disruption or overburdening of the Service servers, or by taking actions that interfere with or materially increase the cost to us of providing the Service for the enjoyment of all its users;

15. Engage in any act that SDC deems to be in conflict with the spirit or intent of the Service, including circumventing or manipulating these Terms, the Contests or our policies;

16. Without our express written consent, modify or cause to be modified any files, codes or any other component which is part of the Service;

17. Institute, assist or become involved in any type of attack, including distribution of a virus,a denial of service attack upon the Service, or other attempts to disrupt the Service or any other person’s use or enjoyment of the Service;

18. Attempt to gain unauthorized access to the Service, Accounts registered to others or to the computers, servers or networks connected to the Service by any means other than the user interface provided by SDC, including by circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person to circumvent or modify, any security, technology, device or software that is part of the Service;

19. Use any unauthorized third party software that accesses, intercepts, “mines” or otherwise collects information from or through the Service or that is in transit from or to the Service, including any software that reads areas of RAM or streams of network traffic used by the Service to store information about the Service, including the Contests. SDC may, at its sole and absolute discretion, allow the use of certain third party user interfaces;

20. Intercept, examine or otherwise observe any proprietary communications protocol used by a client, a server or the Service, whether through the use of a network analyzer, packet sniffer or other device;

21. Copy or adapt the Service software including Flash, PHP, HTML, JavaScript or other code;

22. Use, facilitate, create or maintain any unauthorized connection to the Service, including (i) any connection to any unauthorized server that emulates, or attempts to emulate, any part of the Service, (ii) any connection via a device to a platform (such as a desktop computer) for which the Service is not designed, or (iii) any connection using programs, tools, or software not expressly approved by SDC;

23. Except where permitted by law or relevant open-source licenses, reverse engineer, decompile, disassemble, decipher, modify or otherwise attempt to derive the object code or source code for any underlying software or other intellectual property used to provide the Service, or to obtain any information from the Service using any method not expressly permitted by SDC;

24. Copy, distribute, modify, alter, adapt, make available, translate, port, reverse-engineer, decompile or disassemble any portion of any Service, or publicly display, reproduce, create derivative works from, perform, distribute or otherwise use any Service content, other than to participate in the Contests as permitted under these Terms and applicable Contest rules;

25. Sell, rent, transfer, lend, process, compile, reverse engineer, combine with other software, translate, modify or create derivative works of any material that is subject to SDC’s proprietary rights;

26. Sell, license or exploit for any commercial purposes any use of or access to the Service;

27. Frame or mirror any part of the Service without our prior express written authorization;

28. Create a database by systematically downloading and storing all or any of the Service content, including the Contests;

29. Improperly use support channels to make false reports to SDC or use profane, defamatory or abusive language in your communications with our support personnel;

30. Infringe or violate any of these Terms or the terms of any third-party applications or social networks through which the Service is accessed.

9. USER CONTRIBUTIONS

The Service contains various fora, chat functions, third-party integrations (including “Sync Your Videos” social media integration), a contact email address and interactive features that allow you to post, submit, publish, display or transmit to SDC and other users, content or materials on or through the Service, including feedback on the Services features or content (collectively “User Contributions”).

By submitting or posting User Contributions, you agree to comply with the following:

1. You shall not, and shall not permit or cause any other party, to post, upload or submit to the Service any User Contributions, including any content or materials submitted via any interactive features available from within the Service that violates these Terms or that contains or links to Objectionable Content. “Objectionable Content” means content that promotes or links to content that is (i) offensive, harassing, threatening, abusive, inflammatory or racist, (ii) sexually explicit or obscene; (iii) illegal, fraudulent, deceptive, contrary to public policy or that could facilitate the violation of any applicable law, regulation or government policy, (iv) libelous or defamatory, (v) violates the intellectual property, privacy, publicity, moral or any other right of any third party (such as by way of misrepresenting your identity or impersonating a third party), or otherwise injurious to third parties or objectionable, and (vi) software viruses, commercial solicitation, chain letters, mass mailings, or any form of “spam”.

2. You represent and warrant that you own or otherwise control all of the rights to the User Contributions that you post or upload at the time of posting, that the User Contributions are accurate and not fraudulent or deceptive, and that the User Contributions do not violate these Terms or the rights of any third party, and will not cause injury to any person or entity.

3. Any User Contribution that you upload or post will be considered non-confidential and non-proprietary, and you grant SDC a nonexclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such User Contribution throughout the world in any media.

4. You understand that your User Contributions may be copied by other of the Service users and discussed on and outside of the Service, and if you do not have the right to submit User Contributions for such use, it may subject you to liability. SDC takes no responsibility and assumes no liability for any content posted by you or any third party. SDC has the right (but not the obligation) to monitor and edit or remove any User Contributions.

5. By using “Sync Your Videos” social media integration, you consent to upload videos from the connected social media site or sites for use on the Service, which includes displaying the content on the Service’s in-app video and media feed. All content uploaded via the Sync Your Videos function are User Contributions subject to the terms and conditions in this section.

10. GENERAL CONDITIONS

SDC,its promotional partners, and their respective parents, affiliates, subsidiaries and advertising and promotion agencies and all of their respective officers, directors, employees, representatives and agents (collectively, “Released Parties”) are not responsible for lost, late, incomplete, inaccurate, stolen, misdirected, undelivered, garbled, illegible or postage-due mail, entries or email; or for lost, interrupted or unavailable network, server, Internet Service Provider (ISP), website, or other connections, availability or accessibility or miscommunications or failed computer, satellite, telephone or cable transmissions, lines, or technical failure or jumbled, scrambled, delayed, or misdirected transmissions or computer hardware or software malfunctions, failures or difficulties, or other errors or difficulties of any kind whether human, mechanical, electronic, computer, network, typographical, printing or otherwise relating to or in connection with the sweepstakes, including, without limitation, errors or difficulties which may occur in connection with the administration of the Contests, the processing of entries, the announcement of the prizes or in any related materials. Released Parties are also not responsible for any incorrect or inaccurate information, whether caused by other entrants or Users, tampering, hacking or by any equipment or programming associated with or utilized in the Contests. Released Parties are not responsible for injury or damage to participants’ or to any other person’s computer related to or resulting from participating in the Contests or downloading materials from or use of the Service. Persons who tamper with or abuse any aspect of the Service or who are in violation of these Terms, as solely determined by SDC, will be disqualified and all associated entries will be void. Should any portion of the Contests be, in SDC’s sole opinion, compromised by virus, worms, bugs, non-authorized human intervention, technical glitches or other causes which, in the sole opinion of the SDC, corrupt or impair the administration, security, fairness or proper play, or submission of entries, SDC reserves the right at its sole discretion to suspend, modify or terminate the affected Contest and, if terminated, at its discretion, select the potential winners from all eligible, non-suspect entries received prior to action taken or as otherwise deemed fair and appropriate by SDC. You, by participating, agree that the Released Parties will have no liability whatever for, and shall be held harmless by You against, any liability, for any injuries, losses or damages of any kind, including death, to persons, or property resulting in whole or in part, directly or indirectly, from acceptance, possession, misuse or use of any prize, including any travel/activity related thereto or any harm/injury caused from the use of a vehicle, or participation in the Contests. By accepting a prize, except where legally prohibited, you grant permission for SDC and its designees to use Your name, address (city and state), photograph, voice and other likeness and prize information for advertising, trade and promotional purposes without further compensation, in all media (including digital media) now known or hereafter discovered, worldwide in perpetuity, without notice or review or approval. In the event of a dispute regarding entries received from multiple Users having the same e-mail address, the authorized subscriber of the e-mail account at the time of entry will be deemed to be the entrant and must comply with these Terms. Authorized e-mail account subscriber is the natural person who is assigned the e-mail address by the Internet Service Provider (ISP), on-line service provider, or other organization responsible for assigning e-mail addresses. CAUTION: ANY ATTEMPT TO DAMAGE THE SERVICE OR TO UNDERMINE THE LEGITIMATE OPERATION OF A CONTEST IS A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, SDC WILL DISQUALIFY ANY SUCH INDIVIDUAL AND RESERVES THE RIGHT TO SEEK DAMAGES (INCLUDING ATTORNEYS’ FEES) AND OTHER REMEDIES FROM ANY SUCH INDIVIDUAL TO THE FULLEST EXTENT PERMITTED BY LAW.

11. TERMINATION

Breach of any of these Terms may subject you to suspension or termination of your Account and right to use the Service, in whole or in part, and may subject you to civil or criminal penalties. SDC has the right to terminate the Service or any particular Contest at any time for any or no reason.

12. GOVERNING LAW AND JUDICIAL FORUM

These Terms will be interpreted in accordance with the laws of the State of Delaware without regard to conflict- or choice-of-law principles, but subject to the Federal Arbitration Act. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. In the event that you have opted out of arbitration (as set out in Section 15 below) or that the agreement to arbitrate is otherwise found not to apply to you or your claim, you and SDC consent to the exclusive jurisdiction of, and venue in, the state and federal courts of Wake County, North Carolina, U.S.A. Notwithstanding the foregoing, you and SDC may bring an action in any court of competent jurisdiction (i) to compel arbitration pursuant to Section 15 below or (ii) to enforce an arbitral award issued thereunder.

13. DISPUTE RESOLUTION AND AGREEMENT TO ARBITRATE ON AN INDIVIDUAL BASIS

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT MAY REQUIRE YOU AND SDC TO ARBITRATE CERTAIN DISPUTES AND CLAIMS ON AN INDIVIDUAL BASIS AND LIMITS THE MANNER IN WHICH YOU AND SDC CAN SEEK RELIEF FROM EACH OTHER.

13.1 By agreeing to these Terms, and to the extent permitted by applicable law, you and SDC agree that any and all past, present and future disputes, claims or causes of action between you and SDC arising out of or relating to these Terms, the Service, the enforceability or scope of these Terms, or any other dispute between you and SDC or any of SDC’s licensors, distributors, suppliers or agents (including any application store or platform from which the Service is accessed or downloaded), and whether arising prior to or after your agreement to this Section, (collectively, “Dispute(s)”) will be governed by the procedure outlined below.

13.2 Informal Dispute Resolution. SDC wants to address your concerns without the need for a formal legal dispute. Before filing a claim against SDC, you agree to try to resolve the Dispute informally by contacting legal@surprise.com. Similarly, if you have provided an email address to us as part of your Account registration, SDC agrees to contact you via email to resolve the Dispute informally. If a Dispute is not resolved within 30 days after the email noting the Dispute is sent, you or SDC may initiate an arbitration proceeding as described below.

13.3 We Both Agree To Arbitrate. By agreeing to these Terms, and to the extent permitted by applicable law, you and SDC each and both agree to resolve any Disputes – including any Dispute concerning the enforceability, validity, scope or severability of this agreement to arbitrate – through final and binding arbitration as discussed herein.

13.4 Opt-out of Agreement to Arbitrate. You may decline this agreement to arbitrate by contacting legal@surprise.com within 30 days of first accepting these Terms and stating that you(include your first and last name, User name, and email address used to create an account in the App) decline this arbitration agreement. By opting out of the agreement to arbitrate, you will notbe precluded from using the Service, but you and SDC will not be permitted to invoke the mutual agreement to arbitrate to resolve Disputes under the terms otherwise provided herein.

13.5 Arbitration Procedures and Fees. Any Dispute must be arbitrated before a single arbitrator who is jointly selected and mutually approved by the Parties or, if the Parties are unable to or fail to agree on the selection of the arbitrator within fifteen (15) days of the demand for arbitration being served, who is appointed by Judicial Arbitration and Mediation Services (JAMS) in accordance with its rules. The arbitrator shall serve as a neutral, independent and impartial arbitrator. The arbitration will be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (and in accordance with its Streamlined Rules and Procedures), in their then-current form, currently available at www.jamsadr.com. The arbitration shall take place at the nearest Metropolitan Statistical Area to your place of residence, or, at your election, will be conducted telephonically or via other remote electronic means. The arbitration proceeding and any award shall be confidential. The JAMS rules will govern payment of all fees and costs of arbitration. The arbitrator shall have the discretion to award reasonable attorneys’ fees incurred by the prevailing party. Any arbitration decision rendered will be final and binding, and judgment thereon may be entered in any court of competent jurisdiction.

13.6 Arbitration Shall Proceed Individually. You and SDC agree that the arbitration of any Dispute shall proceed on an individual basis, and neither you nor SDC may bring a claim as a part of a class, group, collective, coordinated, consolidated or mass arbitration (each, a “Collective Arbitration”). Without limiting the generality of the foregoing, a claim to resolve any Dispute against SDC will be deemed a Collective Arbitration if (i) two (2) or more similar claims for arbitration are filed concurrently by or on behalf of one or more claimants; and (ii) counsel for the claimants are the same, share fees or coordinate across the arbitrations. “Concurrently” for purposes of this provision means that both arbitrations are pending (filed but not yet resolved) at the same time. Without prejudice to any other rights or remedies that may be available pursuant to this provision (including dismissal of any arbitration initiated in violation thereof), in the event Collective Arbitrations are attempted, you and we agree that those arbitrations deemed to be Collective Arbitrations each will be initiated and resolved sequentially, with each subsequent arbitration delayed until the prior arbitration has been completed, and with no arbitration filing or other fee, and no action by JAMS or the arbitrator, required until each arbitration is ready to commence.

13.7 Class Action and Collective Arbitration Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR SDC SHALL BE ENTITLED TO CONSOLIDATE, JOIN OR COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, OR PARTICIPATE IN ANY COLLECTIVE ARBITRATION (AS DEFINED ABOVE) OR ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY, INCLUDING AS A REPRESENTATIVE MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. IN CONNECTION WITH ANY DISPUTE (AS DEFINED ABOVE), ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT, IN THE EVENT ALL OR ANY PORTION OF SECTIONS 15.6 OR 15.7 ARE FOUND TO BE INVALID OR LESS THAN FULLY ENFORCEABLE, THEN THE ENTIRETY OF THIS SECTION 15 MAY BE DEEMED VOID AND AS HAVING NO EFFECT UPON EITHER PARTY’S ELECTION.