These Terms govern your access to and use of the products and services we provide through our websites, communications (e.g., emails, phone calls and texts), software and mobile applications (collectively, “Services”).

Please read these Terms carefully before accessing or using our Services. By accessing or using any part of our Services, you agree to be bound by all of the Terms and all other operating rules, policies, and procedures that we may publish via the Services from time to time (collectively, the “Agreement”). You also agree that we may automatically change, update, or add on to our Services, and this Agreement will apply to any changes.

1. Definitions
“You” and “your” refer to you, as a user of the Services. A “user” is someone who accesses or in any way uses the Services. “We,” “us,”, “Surprise Note” and “our” refer to Surprise Note, LLC and its subsidiaries. A “note” is a posthumous message that a user can write for their contact, which is delivered after the user’s death. A “contact” is someone that the user has on their phone’s contact list.

If you use our Services on behalf of another person or entity, you represent and warrant that you’re authorized to accept the Agreement on that person’s or entity’s behalf, that by using using our Services you’re accepting the Agreement on behalf of that person or entity, and that if you, or that person or entity, violates the Agreement, you and that person or entity agree to be responsible to us.

2. Services

I. Registration Obligations

You are required to register with Surprise Note in order to access and use certain features of the Services. If you choose to register for the Services, you agree to provide and maintain true, accurate, current and complete information about yourself as prompted by the registration form. Registration data and certain other information about you are governed by our Privacy Policy . If you are under 13 years of age, you are not authorized to use the Services, with or without registering. In addition, if you are under 18 years old, you may use the Services, with or without registering, only with the approval of your parent or guardian. You further agree that you will not provide us with any mobile device numbers not assigned to you.

II. Member Account, Password and Security

You are responsible for maintaining the confidentiality of your password and/or mobile device as applicable, and account, if any, and are fully responsible for any and all activities that occur under your password and/or mobile device, as applicable, or account. You agree to (a) immediately notify Surprise Note of any unauthorized use of your password and/or mobile device, as applicable, or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Services. Surprise Note will not be liable for any loss or damage arising from your failure to comply with this Section.

III. Modifications to the Services

Surprise Note reserves the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that Surprise Note shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.

IV. Notes, Contacts, Delivery

• Surprise Note reserves the right to communicate with your contacts to verify your death, after we prove 60 days of inactivity with our Services.
• Surprise Note reserves the right to send the content of your notes to your contacts, after we prove 60 days of inactivity with our Services.

3. Responsibility of Visitors and Users
We haven’t reviewed, and can’t review, all of the content (like bucket list items, texts, notes) posted to or made available through our Services by users, or anyone else (“Content”) or on websites that link to, or are linked from, our Services. We’re not responsible for any use or effects of Content or third-party websites. So, for example:

• We don’t have any control over third-party websites.
• A link to or from one of our Services does not represent or imply that we endorse any third-party website.
• We don’t endorse any Content or represent that Content is accurate, useful, or not harmful. Content could be offensive, indecent, or objectionable; include technical inaccuracies, typographical mistakes, or other errors; or violate or infringe the privacy, publicity rights, intellectual property rights, or other proprietary rights of third parties.
• We aren’t responsible for any harm resulting from anyone’s access, use, purchase, or downloading of Content, or for any harm resulting from third-party websites. You’re responsible for taking the necessary precautions to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content.

4. Feedback
By sending us any ideas, suggestions, documents or proposals (“Feedback”), you agree that (i) your Feedback does not contain any third party confidential or proprietary information, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, (iv) we have no obligation to review, consider, or implement the Feedback, or to return to you all or part of the Feedback, and (v) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide, assignable, sublicensable, transferable license to use, modify, prepare derivative works of, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against Surprise Note and its users any claims and assertions of any moral rights contained in such Feedback.

5. Copyright Infringement and DMCA Policy
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that any Content made available in connection with the Services infringes your copyright, you (or your agent) may send Surprise Note a notice requesting that the Content be removed, or access to it blocked. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA (see http://www.loc.gov/copyright for details). Notices and counter notices with respect to the Services should be sent to Surprise Note by email at support@surprisenote.com

6. Intellectual Property
The Agreement does not transfer any Surprise Note or third-party intellectual property to you, and all right, title, and interest in and to such property remains (as between Surprise Note and you) solely with Surprise Note. Surprise Note, and all other trademarks, service marks, graphics, and logos used in connection with our websites or Services are trademarks or registered trademarks of Surprise Note (or Surprise Note’s licensors). Other trademarks, service marks, graphics, and logos used in connection with our Services may be the trademarks of other third parties. Using our Services doesn’t grant you any right or license to reproduce or otherwise use any Surprise Note or third-party trademarks.

7. Disclaimers
Our Services are provided “as is.” Surprise Note and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Surprise Note, nor its suppliers and licensors, makes any warranty that our Services will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, our Services at your own discretion and risk.

8. Representations and Warranties

A.  We are under no obligation to enforce the Terms on your behalf against another user. While we encourage you to let us know if you believe another user has violated the Terms, we reserve the right to investigate and take appropriate action at our sole discretion.

B.  You represent and warrant that you have read and understood our Privacy Policy . If you use the Services outside of the United States of America, you consent to having your personal data transferred to and processed in the United States of America.

C.  You also represent and warrant that you will not, and will not assist, encourage, or enable others to use the Services to:

• Violate our Terms;
• Violate any third party’s rights, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
• Threaten, stalk, harm, or harass others, or promote bigotry or discrimination;
• Promote a business or other commercial venture or event, or otherwise use the Services for commercial purposes
• Solicit personal information from minors, or submit or transmit pornography;
• Violate any applicable law;
• Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Services or content;
• Use any robot, spider, Service search/retrieval application, or other automated device, process or means to access, retrieve, copy, scrape, or index any portion of the Services or any Services Content;
• Reverse engineer any portion of the Service, unless applicable law prohibits this restriction, in which case you agree to provide us with 30 days’ prior written notice to support@surprisenote.com;
• Remove or modify any copyright, trademark, or other proprietary rights notice that appears on any portion of the Services or on any materials printed or copied from the Services;
• Reformat or frame any portion of the Services;
• Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on Surprise Note’s technology infrastructure or otherwise make excessive traffic demands of the Services;
• Attempt to gain unauthorized access to the Services, Accounts, computer systems or networks connected to the Services through hacking, password mining or any other means;
• Use the Services or any content to transmit any computer viruses, worms, defects, Trojan horses, malicious code, spyware, malware or other items of a destructive or harmful nature;
• Use any device, software or routine that interferes with the proper working of the Services, or otherwise attempt to interfere with the proper working of the Services;
• Use the Services to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Services;
• Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Services, features that prevent or restrict the use or copying of Services, or features that enforce limitations on the use of Surprise Note

9. Indemnification
You agree to indemnify and hold harmless Surprise Note, its contractors, and its licensors, and their respective directors, officers, employees, and agents from and against any and all losses, liabilities, demands, damages, costs, claims, and expenses, including attorneys’ fees, arising out of or related to your use of our Services, including but not limited to your violation of the Agreement or any agreement with a provider of third-party services used in connection with the Services, Content that you post, and any activities conducted through your account or another third-party website.

10. Jurisdiction and Applicable Law
Except to the extent any applicable law provides otherwise, the Agreement and any access to or use of our Services will be governed by the laws of the state of Texas, U.S.A., excluding its conflict of law provisions. The proper venue for any disputes arising out of or relating to the Agreement and any access to or use of our Services that are not otherwise subject to arbitration (as indicated below) will be the state and federal courts located in Harris County, Texas.

11. Arbitration Agreement
EXCEPT FOR EXCLUDED CLAIMS: ANY CLAIM, CAUSE OF ACTION, REQUEST FOR RELIEF OR DISPUTE THAT MIGHT ARISE BETWEEN YOU AND Surprise Note (“CLAIMS”) MUST BE RESOLVED BY ARBITRATION ON AN INDIVIDUAL BASIS; YOU AND WE AGREE THAT EACH MAY BRING OR PARTICIPATE IN CLAIMS AGAINST THE OTHER ONLY IN OUR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. UNLESS BOTH YOU AND Surprise Note AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. YOU AND Surprise Note EXPRESSLY WAIVE THE RIGHT TO TRIAL BY A JURY.

12. Limitation of Liability
In no event will Surprise Note, or its suppliers, partners, or licensors, be liable with respect to any subject matter of the Agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed $10 or the fees paid by you to Surprise Note under the Agreement during the twelve (12) month period prior to the cause of action, whichever is greater. Surprise Note shall have no liability for any failure or delay due to matters beyond its reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.

13. User Disputes
You agree that you are solely responsible for your interactions with any other user, or third party in connection with the Services (or any third-party service with which the Services are integrated), and Surprise Note will have no liability or responsibility with respect thereto. Surprise Note reserves the right, but has no obligation, to become involved in any way with disputes between you and any other third party in connection with the Services (or any third-party service with which the Services are integrated).

14. Termination

• You may terminate the Terms at any time by closing your Account, discontinuing any access to or use of the Services, and providing Surprise Note with a notice of termination to support@surprisenote.com with the subject “Cancellation”, followed by your phone number in the body of the email.


• We may close your Account, suspend your ability to use certain portions of the Services, terminate any license or permission granted to you hereunder, and/or ban you altogether from the Services for any or no reason, and without notice or liability of any kind. Any such action could prevent you from accessing your account, the Services, your content, or any other related information.

15. General Terms

• We reserve the right to modify, update, or discontinue the Services at our sole discretion, at any time, for any or no reason, and without notice or liability.
• The Terms contain the entire agreement between you and us regarding the use of the Services, and supersede any prior agreement between you and us on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms.
• Any failure on Surprise Note’s part to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. The Terms may not be waived, except pursuant to a writing executed by Surprise Note.
• The Terms, and any rights or obligations hereunder, are not assignable, transferable or sublicensable by you except with Surprise Note’s prior written consent, but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these Terms and be void.