Surrge.com (the "Site"), operated and controlled by Surrge, Inc. ("Surrge," "Company," "us," "we" or "our"), is an online music delivery system where you ("you," "your," "User" or "Member") can discover new music, participate in the promotion of artists by purchasing and referring their music and related products to your network of friends (the "Trusted Referral Network"), and receive Awards (defined below) when those referrals lead to purchases. Awards are subject to change and the current available Awards are published at Award Policy. Owner Payments (defined below), Referral Payments (defined below) and Membership Reward Points (defined below) are collectively referred to as "Awards." These Terms of Service and Use ("Terms"), together with the privacy policy for the Site Privacy Policy , constitute a legally binding agreement between you and Surge ("Agreement"). By clicking (or selecting) the "I Accept" or comparable term or icon presented at the completion of the registration process, you are agreeing to the terms of this Agreement. Company reserves the right, to change, modify or otherwise alter the Terms at any time without notice to you and it is your responsibility to check these Terms (the current version of which may be viewed at www.surrge.com/terms) each time before using the Site. Changes and/or modifications will become effective immediately after our publication at www.surrge.com/terms of such changes. Your continued use of the Site following the posting of changes and/or modifications (and whether we notify you of such changes or not) signifies your acceptance of the revised Terms. If there is conflict between these Terms and the terms posted for a specific service, feature or transaction offered on the Site, the specific terms regarding that service, feature or transaction will apply. As long as you comply with these Terms, we grant you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Site. Surrge.com (the "Site"), operated and controlled by Surrge, Inc. ("Surrge," "Company," "us," "we" or "our"), is an online music delivery system where you ("you," "your," "User" or "Member") can discover new music, participate in the promotion of artists by purchasing and referring their music and related products to your network of friends (the "Trusted Referral Network"), and receive Awards (defined below) when those referrals lead to purchases. Awards are subject to change and the current available Awards are published at Award Policy. Owner Payments (defined below), Referral Payments (defined below) and Membership Reward Points (defined below) are collectively referred to as "Awards." These Terms of Service and Use ("Terms"), together with the privacy policy for the Site Privacy Policy, constitute a legally binding agreement between you and Surge ("Agreement"). By clicking (or selecting) the "I Accept" or comparable term or icon presented at the completion of the registration process, you are agreeing to the terms of this Agreement. Company reserves the right, to change, modify or otherwise alter the Terms at any time without notice to you and it is your responsibility to check these Terms (the current version of which may be viewed at www.surrge.com/terms) each time before using the Site. Changes and/or modifications will become effective immediately after our publication at www.surrge.com/terms of such changes. Your continued use of the Site following the posting of changes and/or modifications (and whether we notify you of such changes or not) signifies your acceptance of the revised Terms. If there is conflict between these Terms and the terms posted for a specific service, feature or transaction offered on the Site, the specific terms regarding that service, feature or transaction will apply. As long as you comply with these Terms, we grant you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Site.

Surrge is a social networking website where artists gain exposure, fans help their favorite artists gain exposure, and both are awarded for such exposure. Upon registration, you will choose one or more designations which will describe your activity(ies) on the Site (e.g. "Artist," "Listener," "Studio" and "Venue"). These membership types and their descriptions are subject to change. You can view all current designations and their descriptions at membershiptypes. Once registered you will be able to expand your Trusted Referral Network, discover new music and promote music by referring artists and their audio and video recordings (collectively "Recordings") to the users in your Trusted Referral Network. You will also be able to submit and/or purchase Recordings subject to these Terms. There is no registration fee to access the common areas of the Site, browse music, submit Recordings or purchase Recordings, however other areas of the Site may be restricted to those members who pay an additional fee. You can view current fees at membershipfees.

(i) Submissions: If you own Recordings, you may upload the Recordings to the Site, along with the Recording title and/or album title ("Record Information"), any related artwork ("Artwork"), related Metadata (defined below), name, likeness and biographical information concerning individuals whose performances are embodied on the Recording ("Name and Likeness Information"), in a format and in a manner which is described at tech. "Recordings," "Artwork," "Metadata" and "Name and Likeness Information" are referred to collectively as "Content." By submitting Content, you grant Company the non-exclusive, worldwide license to do the following,: (a) digitally reproduce, adapt and convert the Content; (b) publicly perform and make available for promotional purposes the Content by "streaming;" (c) promote, sell, distribute, deliver and otherwise exploit the Content via Electronic Transmission (defined below) to Users who may use Content in accordance with these Terms (d) use Content as may be reasonably necessary or desirable for Company to exercise its rights under and in furtherance of this Agreement; (e) use and authorize licensees to use the Content in marketing materials for the sale, promotion and advertising of Content, the Site or us; and (f) publicly display Content. "Notwithstanding the above grant of license, it is understood that if you are, or should become, a member or affiliate of a performing rights society, the right to publicly perform any musical works made a part of such Content is not contained within the above grant of license but rather shall be licensed through your performing rights society." Company and any of its licensees will have the right to market, promote and advertise the Content as available for purchase as Company and its licensees determine in our and their business discretion and Company makes no guarantees whatsoever concerning minimum sales or uses of any Content. Company reserves the right to: (a) remove any Content from the Site, or (b) refuse to make any Content available in our sole discretion. Within thirty (30) days following Termination (defined below) of your membership we will take down your Materials, as applicable and no longer offer them for sale on the Site. You agree that any user who has purchased Recordings prior to Termination will own their copy of the Recordings in perpetuity. "Metadata" means digital information, which includes any information you provide, regarding Content and which aids in identifying specific artists and Recordings. "Electronic Transmission" means any transmission of Content to a User, whether by sound alone, sound coupled with an image, or sound coupled with data, in any form, now known or later developed (including, but not limited to, in the form of digital downloads, streams, including using our embedded music player ("Music Player"), whether or not such transmission is made on-demand or near on-demand, whether or not a direct or indirect charge is made to receive the transmission and whether or not such transmission results in a specifically identifiable reproduction by or for any recipient.

1. Surrge Live Recordings: If you agree to have Company or its partners record and produce your live performance, as between you and Company, Company will have exclusivity regarding all copyrights and other rights in and to the master recording portion of the Live Recording. For the avoidance of doubt, Surrge will not own the copyright in the underlying musical composition of the Live Recording, such copyright to be retained by you. Surrge will have the exclusive right to distribute the Surrge Live Recording, however Surrge will seek your approval prior to licensing the Surrge Live Recording to any third party.
2. Merchandise: You may sell artist-related merchandise through the Site either on your "home" page on the Site or via a link on your "home" page to a third party website. "Content" and "Merchandise" are sometimes collectively referred to as "Materials" in the remainder of these Terms.
3. Owner Payment: (a) If any Material(s) you submit is purchased by a User, Company will pay you a percentage of revenues from sales (an "Owner Payment") assuming the receipt by Company of Revenue from downloaded Recordings in accordance with the then-current Award Policy which can be viewed at www.surrge.com/awards. Before we can pay you any Owner Payments, you must provide all information required by us to fulfill such payment. All required information will be indicated as such on the Site. The Owner Payments constitute full consideration for all rights granted and all obligations undertaken by you hereunder. Instead of paying you, if so instructed by you using our assignment feature in the music catalog ("Assignment"), we will pay all or a portion of any Owner Payments, on your behalf, to one or more third parties designated by you. All such payments will have the same effect as payment to you and Company will have no liability by reason of any erroneous payment. You will indemnify and hold Company harmless against any claims asserted against Company and any damages, losses or expenses Company incurs by reason of any payment or otherwise in accordance with any Assignment. In addition, if you breach any of the promises or warranties made by you in this Agreement, or if we receive a claim from a third party relating to any of the Content supplied by you, or in the event of any overpayment by you, we may suspend any and all payments due to you under this Agreement until such time as all breaches are cured and claims or overpayments are resolved.
4. Clearances/Ownership: You will obtain and pay for any and all clearances and licenses that may be required in each country for uses of the Material, and the Owner Payments are inclusive of, any and all payments that may be due to any third person as a result of the uses of the Materials authorized in these Terms, including, but not limited to: (i) any royalties and other sums due to artists, authors, co-authors, copyright owners and co-owners (which include owners of so-called "sampled" or interpolated material), producers and any other royalty participants; (ii) all mechanical royalties or other sums payable to publishers and/or authors or co-authors; (iii) all payments that may be required under any collective bargaining agreements applicable to you or any third party; and (iv) any other royalties, fees and/or sums payable. Specifically, you agree that the Owner Payments are inclusive of any so-called "artist royalties" and "mechanical royalties" that might otherwise be required to be paid for sales or exploitations pursuant to the applicable laws of any jurisdiction. As between you and Company, all right, title and interest in and to the Materials, and all copyrights and equivalent rights embodied therein, will be and remain your property, subject, however, to the rights granted to Company in these Terms.
5. Representations and Warranties/ Indemnity: By submitting Materials you warrant and represent you own or have obtained all necessary rights in the Materials and that the Materials do not contain libelous or otherwise unlawful information which may infringe upon the right of any third party. By submitting Materials you understand that your Materials will be available without any digital rights management technology ("DRM") and you acknowledge and agree that Company will not assume or have any responsibility or liability for the manner in which the Materials are exploited or for any claim, damages or losses resulting from their use and/or appearance on the Site, or elsewhere. Without limiting the generality of the foregoing, you represent and warrant that: (a) you have the full authority to act on behalf of any and all owners of any right, title or interest in and to the Materials; (b) you own or control the necessary rights in order to make the grant of rights, licenses and permissions herein; and (c) the exploitation of the Materials authorized in these Terms will not violate or infringe the rights of any third party. You agree to indemnify and hold Company harmless, and upon Company's request, defend Company and its licensees and affiliates (and their respective directors, officers and employees) from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys' fees and costs) resulting from any such claim. Accordingly, you agree to reimburse Company and its licensees on demand for any payments made in resolution of any liability or claim that is subject to this indemnification.

You can refer Materials to a User within your Trusted Referral Network by using the Surrge referral mechanism or by a User purchasing Material from your Music Player. You can also deliver referrals to non-members; however, they must register before they can participate in any of the activities on the Site. You may compile purchased Recordings on your Music Player, play such Recordings on the Music Player, and display the Music Player either on the Site or on a third party site which will permit the installation of the Music Player. Before you make a purchase, you must first establish a customer account ("Account"). If any Material(s) you refer are purchased by a User, Company will pay you a percentage of revenues from sales (a "Referral Payment") in accordance with the then-current Award Policy which can be viewed at www.surrge.com/awards.. Before we can pay you any Referral Payments, you must provide all information required by us to fulfill such payment.

In addition to receiving a Referral Payment or Owner Payment from the sale of your Materials or a Referral Payment from a referral or other participation that leads to a sale of Materials, you may accrue "Membership Reward Points" for other activities on the Site. From time to time, Company may offer specific promotions (such as professional studio time or free Content) whereby you may redeem accrued Membership Reward Points for the right to participate in such promotion. Membership Reward Points, and the terms relating to the accrual and redemption of them are designated in the Award Policy.

The Services are offered and made available only to users 13 years of age or older who are residents of the United States of America ("U.S"), its territories and possessions (collectively, the "Territory"). By using the Site you affirm that you are more than 13 years of age. If you are under the age of 13 years, in order to use the Site or do any of the things mentioned above, you must present these Terms to your parent (or your legal guardian) who must read, understand and agree to all of the terms and conditions of these Terms on your behalf. If you are a parent (or legal guardian) registering on behalf of your child then you are agreeing to be and shall be fully responsible for the child, shall be bound by, comply with and agree to enforce compliance with all of these Terms. If you are under the age of 13, then by clicking (or selecting) the "I Accept" or comparable term or icon presented at the completion of the registration process, you are certifying to us that you have your parent's (or legal guardian's) approval and consent to use the Site and represent to us that you and your parent (or legal guardian) have read, understood and agree to be bound by and comply with Terms.

The Site and all Materials are distributed on an "as is" and "as available" basis, without warranties of any kind, either express or implied, including, without limitation, warranties of merchantability or fitness for a particular purpose. Company is not responsible or liable for any infections or contamination of your system, or delays, inaccuracies, errors, or omissions arising out of your use of the Site or with respect to the information and Materials on the Site. The entire risk as to the quality, accuracy, adequacy, completeness, correctness and validity of any material rests with you. To the fullest extent permissible pursuant to applicable law, Company, its affiliates, and its respective officers, directors, employees, agents, licensors, representatives, and third party providers to the Site will not be liable for damages of any kind including, without limitation, compensatory, consequential, incidental, indirect, special or similar damages, that may result from the use of, or the inability to use, the Materials contained on the Site, whether the Materials are provided or otherwise supplied by Company and the Site or any third party. Notwithstanding the foregoing, in no event will Company's liability to you for any and all claims, damages, losses, and causes of action (whether in contract, tort or otherwise) exceed the amount paid by you, if any, for accessing the Site or for the affected Content. Company is not liable for failure to monitor or edit messages sent through the Site. We do not endorse the Materials or any communications on the Site or facilitated by the Site and do not assume liability for any threatening, libelous, obscene, harassing or offensive material contained therein.

You are responsible for maintaining the confidentiality of your password and Account information. You agree to notify us immediately of any unauthorized use of your password or Account, or any other breach of security of which you become aware. You may be held liable for losses incurred by us or any other User of the Site due to someone else using your password or Account. You may not use anyone else's password or Account at any time. You may not attempt to gain unauthorized access to the Site. Should you attempt to do so, assist others in making such attempts, or distribute instructions, software or tools for that purpose, then your membership may be terminated. You agree to provide us with accurate, current and complete information about yourself and your billing information. To change or modify billing information for recurring purchases, please contact billing@surrge.com. You must disclose certain personal information to use our Site, register, and make purchases. As a condition of registering with our Site or making any purchases, you represent that you have first read the Privacy Policy and consent to our collection, use and disclosure of your personal information and non-personal information. Our Privacy Policy's terms and conditions will change from time to time, and, as a condition of browsing the Site, using any features or making any purchase, you agree that you will review our Privacy Policy at www.surrge.com/privacypolicy, prior to making any such purchase. By establishing an Account with us, and each time you make a purchase through our Site, you grant permission for us to contact you at your e-mail address.

The amount of storage space per User is limited. Some Content may not be processed due to space constraints or outbound message limitations. We assume no responsibility for the deletion or failure to store or deliver in a timely manner.

The appearance of external hyperlinks and related company logos does not constitute endorsement by Company, its subsidiaries and affiliates of the opinions or views expressed by these linked websites and Company does not verify, endorse, or take responsibility for the accuracy, currency, completeness or quality of the content contained on those websites. Furthermore, Company is not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised by such sites. As such, neither Company, nor its subsidiaries or affiliates, will be responsible for any errors or omissions or for the results obtained from the use of such information contained in the Site. To the extent that such websites collect information from a User, we do not assume or have any responsibility or liability for the manner in which the information is exploited or for any claims, damages, or losses resulting from their use and/or appearance on the Site.

From time to time, you may communicate with, receive communications from, be re-directed to, interact with, or participate in or use the services or obtain goods and services of or from, third parties such as our advertisers, sponsors, or promotional partners as a result of your use of the Site ("Advertisers"). All such communication, interaction and participation is strictly and solely between you and such Advertisers and we will not be responsible or liable to you in any way in connection with these activities or transactions (including, without limitation, any representations, warranties, covenants, contracts or other terms or conditions that may exist between you and the Advertiser or any goods or services you may purchase or obtain from any Advertiser).

Company reserves the right to change, modify, add or remove all or part of these Terms. In the event that you do not consent to any such proposed changes, your sole recourse will be to discontinue the use of the Services and the Site. These Terms cannot be changed or modified except as described in these Terms. If any provision of these Terms is determined by a court of competent jurisdiction to be unenforceable, such determination will not affect any other provision hereof, and the unenforceable provision will be replaced by an enforceable provision that most closely meets the intent of the parties. These Terms will be binding on the assigns, heirs, executors, personal representatives, administrators, and successors (whether through merger, operation of law, or otherwise) of each of the parties. Any notice, approval, request, authorization, direction or other communication under these Terms will be given in writing and will be deemed to have been delivered and given for all purposes on the delivery date if sent by electronic mail to the addresses provided herein and the addresses provided at registration with the Site, or as properly updated. The headings used herein are for convenience only and are not to be considered in construing or interpreting these Terms. Nothing herein, express or implied, is intended to or will confer upon any person or entity, other than the parties hereto and their authorized successors and permitted assigns, any legal or equitable right, benefit or remedy of any nature whatsoever. No software from this Site may be downloaded, imported or exported in violation of any law including, without limitation, to countries that are subject to U.S. export restrictions. You agree that all matters relating to your access to or use of or purchases made from the Site, including all disputes arising out of the Terms, will be governed by the laws of the United States and by the laws of the State of Massachusetts without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in Boston, Massachusetts. Any claim under these Terms must be brought within one (1) year after the cause of action arises. The parties agree and acknowledge that the relationship between the parties is that of independent contractors. The Agreement will not be deemed to create a partnership or joint venture, and neither party is the other's agent, partner or employee. The Agreement contains the entire understanding of the parties relating to the subject matter hereof and supersedes all previous agreements or arrangements between the parties relating to the subject matter hereof.

You agree to indemnify, defend and hold harmless, Company, its affiliates, and their respective officers, directors, employees, agents, licensors, representatives and third party providers to the Site from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of these Terms by you. Company reserves the right to assume, at its sole expense, the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses. YOU HEREBY GRANT TO US A PURCHASE MONEY SECURITY INTEREST IN AND TO ALL MATERIALS UPLOADED TO, OR OFFERED FOR SALE FROM, THE SITE (INCLUDING ALL COPYRIGHTS IN RECORDINGS UPLOADED BY YOU) TO SECURE YOUR OBLIGATIONS TO US PURSUANT TO THE FOREGOING INDEMNITY.

Company reserves the right, in its sole discretion, to reject, refuse to upload, if applicable, remove your Materials, terminate your membership or to restrict or suspend your access to all or any part of the Site at any time, for any or no reason, with or without prior notice, and without liability. In the event Company terminates your membership, our sole obligation to you will be to accrue or pay to you any unpaid Awards earned by you in accordance with the Award Policy and these Terms. Notwithstanding anything to the contrary, upon Termination Company reserves the right upon Termination of your membership to pay to you the cash equivalent (as determined by us)of any accrued Membership Reward Points in lieu of the any non-monetary Award listed on the current version of the Award terms. In addition, we may, in our sole discretion and without prior notice to you, terminate for "cause" your access to the Site, which includes (but is not limited to): (A) attempts to gain unauthorized access to the Site or providing assistance to others attempting to do so, (B) overcoming or attempting to overcome software security features limiting use of or protecting Materials, (C) discontinuance or material modification of the Site or any service offered on or through the Site, (D) violations of these Terms, (E) failure to pay for purchases, (F) copyright infringement, (G) unexpected operational difficulties, or (H) requests by law enforcement or other government agencies. You may terminate your use of the Site for any reason at any time, subject to the Terms herein, provided that all warranties and representations will survive any such termination.

You agree that your use of the Site is subject to all applicable local, state, national and international laws and regulations and you are solely responsible for all acts or omissions that occur using your Account or password, including, without limitation, the Materials and all of your other transmissions through or in connection with the Site. You agree not to: (A) disseminate information or Materials intended to harass, abuse, threaten, impersonate any other individual or entity, and disseminate obscene, defamatory, indecent, harmful, libelous, unlawful and/or other objectionable material/information, (B) use the Site for the purposes of sending junk email, chain letters, duplicative or unsolicited messages or "spamming" or in connection with contests, surveys or pyramid schemes; (C) use the Site for commercial purposes, other than in connection with the exploitation of Content, including, without limitation, for the advertising or offering of goods or services, (D) transmit or upload programs or material that contain viruses, time bombs, cancel bots, worms, Trojan horses or other harmful or deleterious programs, (E) transmit or upload any material that contains software or other material that is protected by intellectual property laws and/or would infringe upon rights of privacy or publicity of a third party unless you own or control the rights thereto or have received a license, permission and/or consent for such use, (F) try to gain unauthorized access to the Site, other accounts, or computers connected to the Site though "password mining" or other means, (G) violate any applicable laws or regulations, including, but not limited to, laws regarding the transmission of technical data or software exported from the United States through the Services, or (H) interfere with another User's use and enjoyment of the Site. Other than as expressly stated otherwise in these Terms, you will be authorized to use the Content only for personal, non-commercial use.

"Software" means all programming, program code, programming language, software and any and all associated code and documentation, including, without limitation, any made available for downloading from our or any of our licensors' or suppliers' websites. "Marks" shall mean our trademarks, service marks, logos, brands and brand names, trade dress and trade names and all other distinctive corporate, product or service designations or identification. As between you and Surrge, all Software and Marks are the property of Surrge. You may not yourself, nor shall you authorize, encourage or allow anyone else, directly or indirectly, to reproduce, modify, display, broadcast, transmit, perform, transfer, distribute or use Software or Marks in any manner inconsistent with or in violation of these Terms or any laws or regulations that apply.

If you should object to any of these Terms, your sole remedy will be to discontinue use of the Site and the Services.