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Terms of Use for Surge


1. SCOPE

Surgetalents, through its wholly owned subsidiaries (collectively referred to as "Surgetalents" or "We"), owns and operates the Surge HRMS software ("Surge"). Surge provides access to human resource management tools and services, enabling businesses ("You" or "Your") and other professionals ("Users") to manage employee data, payroll, benefits, recruitment, and performance reviews. Surge supports a variety of activities, including employee onboarding, performance tracking, employee directories, orientation, probation plans, improvement plans, career development programs, conversation logs, surveys, appraisals, e-learning, calendars, reporting, and document generation.


By using Surge, You and other Users may access, store, and manage sensitive employee information, communicate with colleagues or third-party service providers, and leverage integrated HR tools to streamline workforce management. Additionally, Surge provides content created and published by Surgetalents (“Surge Materials”) and by Users themselves or third parties (“User Content”), which may include text, images, data, software, and other forms of media (collectively, the Surge Materials and User Content are referred to as “Content”).


By accessing or using Surge, You agree to the terms outlined in this document and acknowledge that Your use of the Surge HRMS software and related services is governed by these Terms of Use.

2. ACCEPTANCE OF TERMS

Your access to and use of the Surge HRMS software ("Surge") is subject to and governed by these Terms of Use ("TOU"), including any additional or differing disclaimers, legal notices, agreements, or terms and conditions that may apply to Your use of or access to specific features of Surge, Surge Materials, or User Content. In the event of a conflict between the terms in this TOU and any other legal terms, the additional legal terms shall take precedence. This TOU forms a legally binding agreement between You and Surgetalents. By clicking an "I Accept" button during the registration process or otherwise indicating Your consent to this TOU, You agree to abide by these terms. If You do not agree to the terms of this TOU, You should not click the "I Accept" button (or equivalent) or attempt to access or use Surge, Surge Materials, or User Content.


Please note that this TOU does not govern the use of any additional cloud solutions or services offered by Surgetalents, for which separate agreements may be required.


Surgetalents may modify the TOU as necessary to reflect changes in its business operations, applicable law, or for other relevant reasons. If the TOU is updated, notice will be provided, which may include, but is not limited to, notices through the Surge platform or via Your registered user account. Except where prohibited by law, updates to the TOU will take effect once they are posted or such notice is given. Changes to the TOU will not apply retroactively. If You do not agree to any updated terms, You must discontinue Your use of Surge and its related services.

3. USER CONTENT/LICENSE TO SURGETALENTS

Surgetalents does not claim ownership of any User Content that You post, upload, input, or submit through Surge. By posting, transmitting, or uploading any User Content—including, but not limited to, articles, information, data, code, text, software, documentation, graphics, images, marketing materials, videos, photographs, messages, suggestions, feedback, ideas, or postings to any forum, wiki, or blog on Surge—You grant Surgetalents a perpetual, irrevocable (subject to mandatory data protection requirements), non-exclusive, worldwide, fully-paid, and royalty-free license to use such User Content without restrictions of any kind, and without any payment or other consideration to You or any third party. This license includes, without limitation, the irrevocable right to reproduce, create derivative works, combine with other works, modify, translate, distribute copies, display, perform, sublicense, and provide the User Content to third parties. Surgetalents may also use Your User Content to develop, offer to sell, sell, lease, or otherwise distribute any User Content or related products, and to apply any methods embodied in such User Content (including the right to sublicense any of the foregoing).


You represent and warrant to Surgetalents that You have the legal right, title, and authority to grant such a license to Surgetalents. Surgetalents reserves the right, in its sole discretion, to choose not to post or publish any User Content that You submit. If Surgetalents decides to post or publish Your User Content, it retains the right to remove it at any time and for any reason, even if You have previously been informed that Your User Content would be posted.


You acknowledge and agree that Your relationship with Surgetalents is not confidential, fiduciary, or based on any special relationship. Surgetalents has the right, but not the obligation, to use Your name, likeness, biography, and other information that You have provided in connection with the use of the User Content You submit. Surgetalents may continue to use this information even after the termination of Your account or access to Surge, for the purpose of identifying the source of User Content previously submitted. Nothing in this TOU prohibits or restricts Surgetalents' right to create or obtain User Content or submissions similar to or competitive with those You have submitted.



4. PERMISSIBLE USE OF SURGE AND CONTENT


The Surge HRMS software ("Surge"), Surge Materials, and User Content are intended for your non-commercial use only. This means that your use must not be directed toward commercial advantage or monetary compensation. You may not copy, modify, distribute, transmit, display, perform, publish, license, create derivative works from, transfer, rent, lease, or sell Surge, Surge Materials, or User Content. However, you may download, store, and display Surge Materials and User Content on your computer or other electronic devices solely for personal viewing or informational purposes, provided that: (a) the Surge Materials and User Content may only be used for informational, non-commercial purposes and will not be copied or posted on any computer network, or otherwise published, broadcast, or distributed in any manner; and (b) the Surge Materials and User Content may not be modified or altered in any way, including the removal of any copyright notices.


You may not use Surge in any manner that could damage, disable, overburden, or impair any Surge server, or the networks connected to any Surge server, or interfere with any other party's use and enjoyment of Surge. You may not attempt to gain unauthorized access to Surge, other accounts, computer systems, or networks connected to any Surge server through hacking, password mining, or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through Surge.


You agree not to use Surge to:

- Publish, upload, post, email, transmit, or otherwise make available any User Content that (a) you do not have the right to make available, (b) is unlawful, harmful, vulgar, obscene, hateful, or objectionable in nature, (c) infringes on any intellectual property rights of any party, (d) includes unsolicited or unauthorized advertising, promotional materials, surveys, junk mail, spamming, chain letters, or any other form of solicitation, or (e) contains software viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other computer files or software designed to interrupt, destroy, damage, or limit the functionality of any computer hardware, software, or other property.

- Defame, harass, abuse, stalk, threaten, or violate the legal rights of others, including rights of privacy and publicity or business integrity.

- Impersonate any person or entity, including, but not limited to, a Surgetalents official, employee, or any other third party, or falsely state or misrepresent your affiliation with a person or entity.

- Forge email headers or otherwise manipulate identifiers to disguise the origin of any User Content transmitted through Surge.

- Download any file or User Content posted by another user that you know, or reasonably should know, should not be legally reproduced, displayed, performed, and/or distributed in such manner.

- Interfere with or disrupt the servers or networks that support Surge or disobey any requirements, procedures, policies, or regulations of networks connected to Surge.

- Violate any applicable local, state, national, or international laws and regulations.

- Harvest, collect, or store personal information or data of other users.




5. TERMINATION OF USE

Surgetalents may, in its sole discretion, discontinue providing or limit access to Surge, any areas of Surge, or any Surge Materials or User Content available on or through Surge at any time. You agree that Surgetalents may, in its sole discretion, terminate or limit your access to, or use of, any or all of Surge or any Surge Material or User Content at any time. If you are found to be in material breach of these Terms of Use (TOU), Surgetalents may, at its sole discretion, suspend or terminate your account, delete your User Content from Surge, and deny you any current or future access to Surge without notice. Surgetalents shall not be liable to you or any third party for any such suspension or termination.


If you wish to terminate your account, you may do so by submitting your request via email to [support@surgetalents.com]. Please note that in the event you elect to terminate your account, Surgetalents reserves the right to continue to post and publish any personally identifiable information associated with User Content that you have submitted.


6. CONTACT WITH SURGETALENTS

Surgetalents is not required to assess or respond to any User Content that you submit. At its discretion, Surgetalents may reach out to you with comments, updates, feedback, inquiries, or information concerning your submission. However, such communication does not create any obligation for Surgetalents to implement your submission, provide a timeline for its review, or offer any further correspondence about it.


7. CONFIDENTIAL INFORMATION


​1. Except for areas of Surge clearly marked as non-public forums ("Non-Public Forums"), Surge is intended to serve as public forums. You ​agree not to share any confidential or proprietary information with Surgetalents or other Users that you or the owner of the information do not intend to make public. Any User Content you upload or send to Surge will be considered NOT confidential or proprietary unless it is specifically labeled as confidential and submitted to a Non-Public Forum. By doing so, you acknowledge that you waive any rights to confidentiality or trade secrets associated with that User Content.


2. You agree not to reproduce any confidential information that you access through Surge in any form unless authorized at the time of disclosure. Any reproduction of such confidential information remains the property of Surgetalents or the third party that provided it and must retain all confidential or proprietary notices from the original. You agree to (a) take all reasonable measures (as defined below) to keep all confidential information strictly private; (b) use confidential information only as permitted at the time of disclosure; and (c) not disclose any confidential information to any party without prior written consent from Surgetalents or the relevant third party. You do not gain any rights to confidential information beyond the limited rights described herein. Under no circumstances may you use confidential information to create, enhance, modify, rent, lease, loan, sell, distribute, or develop derivative works based on the Surge software or platform, or to compete with Surgetalents in any manner. For the purposes of this section, "Confidential Information" includes all trade secrets, intellectual property, and other information that Surgetalents or third parties seek to protect from unrestricted disclosure. This information may be (i) marked as confidential and accessed through a restricted area of Surge or through software downloads, or (ii) reasonably identifiable as confidential based on its nature and the way it was disclosed. "Reasonable steps" refer to the measures that you and/or your company take to protect your own confidential information, which must meet or exceed the industry standard of care.


ALL USER CONTENT YOU POST TO SURGE, WHETHER IN A PUBLIC OR NON-PUBLIC FORUM, IS AT YOUR OWN RISK, AND SURGETALENTS IS NOT RESPONSIBLE FOR ANY USE OR MISUSE OF SUCH UPLOADED INFORMATION BY ANY OTHER USER OF SURGE.


8. YOUR INFORMATION, PRIVACY, AND DATA PROTECTION

Certain areas of Surge require you to become a registered user. To access these areas, you must register with Surgetalents and provide certain information, which may include personally identifiable information such as your name and email address ("Personal Data"). By providing your Personal Data, you consent to Surgetalents collecting, using, storing, and processing your Personal Data for the purpose of granting you access to Surge and facilitating related activities and communications in which you choose to participate.


You are responsible for providing complete, accurate, and current information, including your Personal Data, and you agree to keep this information updated. You can always correct or update your Personal Data. Additionally, you may request information about your Personal Data stored with Surgetalents or request correction (if the relevant area does not allow you to do so) or deletion of your Personal Data by contacting support@surgetalents.com. Please note that if you request the deletion of your account or Personal Data, you may lose access to Surge and any User Content associated with your account.


You are solely responsible for the usage and security of your password and any activities that occur under your account. You must not use another person's account at any time. You understand and agree that Surgetalents collects, uses, stores, and processes your personal information and usage data and may share this information with third-party service providers to enhance or provide Surge, in accordance with Surgetalents’ Privacy Statement.


YOU AGREE TO COMPLY WITH THE TERMS OF SURGETALENTS' PRIVACY STATEMENT, WHICH CAN BE FOUND BY CLICKING ON THE ‘PRIVACY’ LINK AT THE BOTTOM OF EACH PAGE ON SURGE.

9. INTELLECTUAL PROPERTY RIGHTS

For the purposes of this agreement, “Intellectual Property Rights” refers to any patents, design rights, utility models, or similar invention rights, copyrights, trademarks, service marks, trade secrets, confidentiality rights, and any other intangible property rights, including applications for any of the above, in any jurisdiction, arising under statutory or common law or by contract, whether or not perfected, and whether now existing or filed, issued, or acquired in the future.


All Intellectual Property Rights related to Surge software, the Surge platform, Surge Materials, and User Content are owned by Surgetalents or the individual or entity that submitted the content. Nothing in this Terms of Use (TOU) shall grant you the right to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any Surge software, the Surge platform, any Surge Materials, or any User Content unless explicitly permitted by the TOU or by applicable law. You agree to assign and do assign to Surgetalents (and Surgetalents accepts such assignment) any modifications or derivative works of any Surge software, the Surge platform, and Surge Materials that you create in violation of this limitation, without any compensation.


For information on the requirements for using Surge trademarks, please refer to the “Trademarks” link at the bottom of each page on the Surge platform.


YOU AGREE TO COMPLY WITH THE TERMS OF THE ‘SURGETALENTS COPYRIGHT GUIDELINES,’ WHICH CAN BE FOUND BELOW OR BY CLICKING ON THE ‘Copyright’ LINK AT THE BOTTOM OF EACH PAGE ON SURGE.



10. USE OF SURGE AND THIRD-PARTY SOFTWARE

Your access to and use of any software or related documentation provided on the Surge platform, including developer tools, sample code, and any application programming interface (API) information (collectively referred to as "Software"), is governed by the software license agreement and related documents (e.g., attachments, exhibits, order forms, disclaimers, etc.) that accompany such Software ("License Agreement"). You may not use or install any Software that is accompanied by a License Agreement unless you first agree to the terms of that License Agreement. You must not modify, decompile, or reverse engineer any Software, except to the extent expressly permitted by applicable law or the License Agreement.


If the Software provided through the Surge platform is not accompanied by a License Agreement, you may use the Software solely for personal, informational, and non-commercial purposes. You may not modify or alter the Software in any way, nor may you redistribute it.


All Surge Software is the copyrighted work of Surgetalents. Unauthorized copying, distribution, modification, public display, or public performance of copyrighted works, including Surge Software, constitutes an infringement of the copyright holder’s rights. For information on how to request permission to use any copyrighted works owned by Surgetalents, please refer to the “Copyright” link at the bottom of each page on the Surge platform.


11. EXCLUSION OF WARRANTIES

The Surge platform and its Content are provided to you on an "AS IS" basis. To the fullest extent permitted by law, Surgetalents makes no guarantees or warranties regarding any features or qualities of the Surge platform or its Content, nor does it provide any assurances concerning any other qualities. Statements and explanations found on the Surge platform and in promotional materials are intended solely for informational purposes; they do not constitute any guarantee or warranty of specific features. No warranty or undertaking shall be implied from any published description or advertisement unless expressly confirmed in writing by Surgetalents.


Warranties will only be valid if expressly confirmed in writing by Surgetalents' management.


12. LIMITATION OF LIABILITY

Surgetalents shall not be liable or responsible for any User Content posted on or linked from the Surge platform, including, but not limited to, any errors or omissions in such Content, or for any losses or damages of any kind incurred as a result of the use of or reliance on any Content or other materials accessed through the Surge platform, including those made available by third parties. 


13. GOVERNING LAW

These Terms of Use shall be governed by and construed in accordance with the laws of Singapore, without regard to its conflict of law provisions.


14. SURVIVAL

Your confidentiality obligations under these Terms of Use shall survive the termination of your account. Upon any termination of your account, or at Surgetalents’ written request, you must cease all use of Confidential Information and/or Surge Websites and return or destroy all Confidential Information in your possession or control.


15. WAIVER AND SEVERABILITY

The failure of Surgetalents to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is found to be invalid or unenforceable, that provision shall be modified to the extent necessary to make it legal and enforceable, and the remaining provisions of these Terms of Use shall remain in full effect.


16. ENTIRE AGREEMENT

These Terms of Use represent the entire agreement between you and Surgetalents concerning the subject matter herein and supersede all prior agreements, understandings, or arrangements (both oral and written) relating to that subject matter. No collateral agreements have been made.



Revised as of October 07, 2024