Terms of Service

Definitions

• "Client" means any company or organization that has subscribed to the Suri platform under a services agreement.
• "Client Employee" means any individual employed by or working for a Client who interacts with the Suri platform.
• "Platform" means the Suri AI HR Business Partner software, including its integration with Slack, Microsoft Teams, and any other authorized third-party tools.
• "Services" means the Suri platform, website, support services, and any related offerings provided by us.
• "Content" means all information, text, data, guidance, documents, and outputs generated by or through the Suri platform.
• "Client Data" means all data, documents, policies, and information submitted by a Client or its employees in connection with the Services.
• "Order Form" or "MSA" means a signed Master Services Agreement or order document governing a Client's subscription to the Services.

Description of Services

Suri is an AI-powered HR Business Partner platform designed to assist scaling technology companies with day-to-day HR functions including but not limited to:

• Employee HR question and answer, embedded in Slack and Microsoft Teams
• Compliance guidance for federal and multi-state employment law
• Real-time manager coaching and performance conversation support
• Onboarding support and HR workflow automation
• HR document generation including PIPs, offer letter templates, and policy summaries
• Automated escalation to qualified HR professionals for complex situations

All guidance provided by Suri is advisory in nature. Suri does not provide legal advice, and no output from the Suri platform constitutes legal advice or establishes an attorney-client relationship. Final employment decisions remain with the Client and its authorized personnel at all times.

Eligibility and Account Registration

3.1 Eligibility

The Services are available to businesses and organizations. By using the Services, you represent and warrant that: (a) you are at least 18 years of age; (b) you have the authority to enter into these Terms on behalf of your organization; and (c) your use of the Services complies with all applicable laws and regulations.

3.2 Early Adopter Program

Clients who join Suri's Early Adopter Program (EAP) are subject to the additional terms set forth in their EAP Order Form, including pricing, commitment period, and feature access terms. EAP pricing is locked for the period specified in the Order Form and is subject to adjustment at renewal.

3.3 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account. We are not liable for any loss or damage arising from your failure to maintain account security.

Subscription, Fees, and Payment

4.1 Subscription Fees

Access to the Suri platform requires a paid subscription as described in your Order Form. Fees are due in advance on the billing cycle specified in your Order Form (typically monthly or annually). All fees are stated in U.S. dollars unless otherwise specified.

4.2 Implementation Fee

A one-time implementation fee may apply to cover onboarding, configuration, and setup of the Suri platform for your organization. The implementation fee amount will be specified in your Order Form.

4.3 Payment Terms

Payment is due within the timeframe specified in your invoice or Order Form. We accept payment via credit card, ACH transfer, or other methods specified at time of purchase. Overdue payments may result in suspension of Services.

4.4 Taxes

All fees are exclusive of applicable taxes. You are responsible for paying all applicable sales, use, or similar taxes associated with your subscription.

4.5 Fee Changes

We reserve the right to change our fees. For EAP clients, fee changes will not take effect until the end of the locked pricing period specified in your Order Form. For all other clients, we will provide at least 30 days' written notice before fee increases take effect.

Acceptable Use

5.1 Permitted Use

You may use the Services solely for your internal business purposes in accordance with these Terms and any applicable Order Form. You may not resell, sublicense, or otherwise make the Services available to third parties without our prior written consent.

5.2 Prohibited Use

You agree not to use the Services to:

• Violate any applicable federal, state, or local laws or regulations, including employment laws
• Discriminate against employees or applicants on the basis of any protected characteristic
• Make final employment decisions — including terminations, hiring, or disciplinary actions — based solely on AI-generated output without human review
• Attempt to reverse engineer, decompile, or extract the source code of the Suri platform
• Introduce malware, viruses, or other harmful code into the platform
• Use the Services to harass, defame, or harm any individual
• Circumvent any security or access control measures
• Use the Services in any way that could damage, disable, or impair our infrastructure
• Represent Suri's AI-generated output as legal advice or as the opinion of a licensed attorney

5.3 Responsibility for Client Employees

You are responsible for your Client Employees' use of the Suri platform and for ensuring their use complies with these Terms and applicable law. You agree to provide appropriate training and notice to your employees regarding the use of AI-assisted HR tools.

AI Services — Important Limitations

You understand and acknowledge the following regarding the AI-powered nature of the Suri platform:

6.1 Advisory Nature of Outputs

All guidance, recommendations, documents, and other outputs generated by Suri are advisory only. They are designed to inform and support HR decision-making, not to replace the judgment of qualified HR professionals, employment attorneys, or company leadership. You are solely responsible for all employment decisions made by your organization.

6.2 No Legal Advice

Nothing in the Suri platform or its outputs constitutes legal advice. Suri is not a law firm and is not a substitute for consultation with a licensed employment attorney. For matters involving significant legal risk — including but not limited to terminations, discrimination claims, harassment investigations, or regulatory compliance — we strongly recommend consulting qualified legal counsel.

6.3 Accuracy and Limitations

While Suri is trained on SHRM/HRCI best practices and applicable employment law, no AI system is infallible. Employment law changes frequently and varies significantly by jurisdiction. You are responsible for verifying the accuracy and applicability of any guidance provided by Suri before acting on it.

6.4 Human Escalation

The Suri platform includes automated escalation to qualified HR professionals for certain sensitive situations. However, you should not rely solely on automated escalation logic to identify all situations requiring human judgment. You remain responsible for ensuring appropriate human oversight of all HR matters.

6.5 State and Local Law Variations

Employment laws vary significantly across U.S. states and localities. While Suri incorporates multi-state compliance guidance, you are responsible for ensuring your HR practices comply with all laws applicable to your specific workforce and locations.

Client Data and Intellectual Property

7.1 Ownership of Client Data

You retain all ownership rights to your Client Data. By using the Services, you grant us a limited, non-exclusive license to process, store, and use your Client Data solely as necessary to provide the Services and as described in our Privacy Policy and any applicable Data Processing Agreement.

7.2 Data Processing

We process Client Data as a data processor acting on your instructions. Your use of the Services is subject to our Privacy Policy, which is incorporated herein by reference. For clients subject to GDPR or other data protection frameworks, a Data Processing Agreement is available upon request.

7.3 No Training on Client Data

We do not use your Client Data or Client Employee interactions to train general-purpose AI models. Each client's data environment is isolated from other clients. We may use aggregated and anonymized data to improve our Services, provided that such data cannot be used to identify your organization or any individual.

7.4 Suri Intellectual Property

The Suri platform, including all software, algorithms, models, designs, trademarks, and other intellectual property, is and remains the exclusive property of Surge People Partners, Inc. and SHP Nexus, Inc. These Terms do not grant you any rights to our intellectual property except the limited right to use the Services as described herein.

7.5 Feedback

If you provide feedback, suggestions, or ideas about the Services, you grant us a perpetual, irrevocable, royalty-free license to use such feedback for any purpose without compensation or attribution to you.

Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information and not to disclose it to any third party without prior written consent, except as required by law or as necessary to provide or receive the Services. "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Our confidentiality obligations with respect to Client Data and Client Employee information are further described in our Privacy Policy and any applicable Data Processing Agreement.

Term and Termination

9.1 Term

These Terms remain in effect for as long as you use the Services. Your subscription term is specified in your Order Form.

9.2 Termination by Client

You may terminate your subscription at the end of your current subscription term by providing written notice as specified in your Order Form. Early termination of a committed subscription term may result in early termination fees as specified in your Order Form.

9.3 Termination by Suri

We may suspend or terminate your access to the Services immediately upon written notice if: (a) you materially breach these Terms and fail to cure such breach within 15 days of written notice; (b) you fail to pay fees when due; (c) you become insolvent or file for bankruptcy; or (d) continued provision of Services would violate applicable law.

9.4 Effect of Termination

Upon termination, your right to access and use the Services ceases immediately. We will provide you with a reasonable opportunity to export your Client Data as specified in your Order Form, after which we will delete or return your data in accordance with our Privacy Policy and any applicable Data Processing Agreement.

9.5 Survival

Sections relating to payment obligations, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and arbitration survive termination of these Terms.

Warranties and Disclaimers

10.1 Our Warranties

We warrant that: (a) we have the right to enter into these Terms and provide the Services; (b) the Services will perform materially in accordance with any applicable documentation; and (c) we will use commercially reasonable efforts to maintain the security and integrity of the platform.

10.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, OR SUITABILITY OF ANY GUIDANCE OR CONTENT GENERATED BY THE SURI PLATFORM FOR ANY PARTICULAR EMPLOYMENT DECISION OR LEGAL MATTER.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SURI, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR COSTS OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU IN THE TWELVE MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100).

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Some jurisdictions do not allow certain limitations of liability. In such jurisdictions, our liability will be limited to the maximum extent permitted by applicable law.

Indemnification

You agree to indemnify, defend, and hold harmless Suri and its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services in violation of these Terms; (b) your violation of any applicable law, including employment law; (c) any employment decision made by your organization based on Suri's guidance; (d) any claim by a Client Employee arising from your organization's use of the Services; or (e) your breach of any representation or warranty in these Terms.

Privacy and Data Protection

Your use of the Services is subject to our Privacy Policy, available at surgepeoplepartners.com/suri-privacy-policy, which is incorporated into these Terms by reference. By using the Services, you consent to the collection and use of your information as described in the Privacy Policy.

If your use of the Services involves the processing of personal data subject to GDPR, CCPA, or other data protection regulations, a Data Processing Agreement governing such processing is available upon request and must be executed prior to such processing.

Third-Party Integrations

The Suri platform integrates with third-party services including Slack and Microsoft Teams. Your use of those platforms is governed by their respective terms of service and privacy policies. We are not responsible for the performance, availability, or data practices of third-party platforms. We do not endorse any third-party products or services that may be referenced in connection with the Services.

Governing Law

These Terms are governed by the laws of the State of California, without regard to its conflict of law principles. Any disputes not subject to arbitration under Section 16 will be resolved exclusively in the state or federal courts located in San Francisco County, California, and you consent to personal jurisdiction in those courts.

Dispute Resolution and Arbitration

16.1 Informal Resolution

Before filing any formal claim, you agree to first contact us at [email protected] and attempt to resolve the dispute informally. We will attempt to resolve the dispute within 30 days of receiving your notice.

16.2 Binding Arbitration

If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules, rather than in court. The arbitration will be conducted in San Francisco, California, or virtually if both parties agree.

16.3 Class Action Waiver

YOU AND SURI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. The arbitrator may not consolidate more than one person's claims.

16.4 Exceptions

Either party may seek emergency injunctive or other equitable relief in court to prevent irreparable harm pending arbitration. Claims related to intellectual property infringement may also be brought in court.

16.5 Opt-Out

You may opt out of the arbitration agreement by sending written notice to [email protected] within 30 days of first accepting these Terms. Opting out does not affect other provisions of these Terms.

General Provisions

17.1 Entire Agreement

These Terms, together with your Order Form and our Privacy Policy, constitute the entire agreement between you and Suri regarding the Services and supersede all prior agreements, representations, and understandings.

17.2 Modifications

We may modify these Terms at any time by posting updated Terms on our website. For material changes, we will provide at least 30 days' notice to active clients. Your continued use of the Services after the effective date of any modification constitutes acceptance of the updated Terms.

17.3 Severability

If any provision of these Terms is found to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

17.4 Waiver

Our failure to enforce any provision of these Terms will not constitute a waiver of that provision or our right to enforce it in the future.

17.5 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.

17.6 Force Majeure

Neither party will be liable for delays or failures in performance resulting from events beyond their reasonable control, including natural disasters, government actions, labor disputes, or internet outages.

17.7 Notices

Notices under these Terms must be in writing and sent to the addresses specified in your Order Form or to the contact information below. Notices sent by email are effective upon confirmation of receipt.

Contact Us

If you have questions about these Terms or our Services, please contact us: