Terms of Service

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THEY FORM A LEGALLY BINDING AGREEMENT BETWEEN YOU AND SURPLEX, CO. BY CREATING AN ACCOUNT, CLICKING “ACCEPT,” PURCHASING OR PAIRING A STRIV PRODUCT, DOWNLOADING OR ACCESSING THE APP, OR OTHERWISE USING THE SERVICES, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE SERVICES OR PRODUCTS.

1. Who We Are; Scope of These Terms

These Terms of Service (“Terms”) are an agreement between you and Surplex, Co., a Delaware corporation (“Surplex,” “we,” “us,” or “our”). Surplex is the provider of the Products and Services and the contracting party under these Terms.

Striv is a Surplex product and service brand, not a separate legal entity. References to “Striv” identify the branded App, Products, Services, content, or features—not a different company or contracting party. All obligations attributed to “we,” “us,” or “our” in these Terms are obligations of Surplex, Co.

These Terms govern your access to and use of: (a) the Striv mobile applications and related software and firmware (the “App”); (b) Striv-branded websites, accounts, subscriptions, AI-assisted coaching, analytics, reports, support, and related digital services (collectively with the App, the “Services”); and (c) Striv-branded smart insoles, sensing inserts, pods, batteries, chargers, accessories, and other physical products (the “Products”).

If you use the Services or Products under a separate enterprise, research, clinical, team, reseller, pilot, beta, or other written agreement with Surplex, that agreement controls to the extent of any conflict. Additional terms displayed at checkout, in an order form, in a promotion, or with a particular feature also apply to that transaction or feature.

Our Privacy Policy explains how we collect, use, disclose, retain, and protect personal information. Our Return Policy, Limited Hardware Warranty, User Manual, and other safety instructions also apply as described in those documents. You should review them before purchasing or using the Services or Products.

2. Eligibility and Authority

You must be at least 18 years old and legally capable of entering into a binding contract to use the Services. The Services are not directed to children.

If you use the Services on behalf of a company, university, team, laboratory, clinic, or other organization, you represent that you have authority to bind that organization, and “you” includes that organization. You may not use the Services if applicable law prohibits you from doing so.

3. Changes to These Terms

We may update these Terms from time to time. We will post the updated Terms and revise the “Last Updated” date. If a change is material, we will provide notice through the App, by email, at checkout, or by another reasonable method, and we will obtain affirmative acceptance when required by law.

Changes apply prospectively from their stated effective date. Your continued use after a change becomes effective constitutes acceptance to the extent permitted by law. If you do not agree to an updated term, you must stop using the Services and may cancel any subscription as described below.

4. Accounts and Account Security

You may need an account to use some Services. You agree to provide accurate, current, and complete information and to keep it updated. You may not impersonate another person, create an account using information you are not authorized to use, or transfer or sell your account.

You are responsible for safeguarding your credentials and for activity conducted through your account to the extent authorized by you. Notify us promptly at info@striv.run if you suspect unauthorized access, loss of credentials, or another security incident. We may require identity or payment verification before restoring access or making account changes.

5. Limited License

Subject to these Terms, Surplex grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, and revocable license to install and use the App and access the Services on devices you own or control solely for your personal, non-commercial use and in accordance with the documentation.

This is a license, not a sale. No ownership interest in the App, firmware, software, models, algorithms, interfaces, documentation, or other Surplex technology is transferred to you. All rights not expressly granted are reserved by Surplex and its licensors.

6. Prohibited Conduct and Acceptable Use

You may use the Services and Products only for lawful purposes and as intended. You may not, and may not assist, authorize, encourage, or permit another person to:

1. use the Services or Products in violation of law, regulation, sanctions, third-party rights, these Terms, or the User Manual;
2. harass, threaten, defraud, impersonate, stalk, exploit, or harm another person;
3. upload or transmit malware, harmful code, corrupted data, or content that infringes intellectual property, privacy, publicity, confidentiality, or other rights;
4. interfere with, overload, disrupt, disable, damage, or impair the Services, networks, accounts, devices, or security systems;
5. gain or attempt to gain unauthorized access to any account, device, system, database, network, administrative interface, or non-public portion of the Services;
6. falsify, manipulate, inject, replay, spoof, or misrepresent sensor readings, location information, account information, payment information, or other data;
7. use bots, scripts, crawlers, scrapers, automation, or other means to access, monitor, copy, harvest, or extract information from the Services except through an interface expressly provided by Surplex;
8. rent, lease, lend, sublicense, sell, resell, distribute, publish, commercialize, or provide the Services to third parties, or operate a service bureau, unless Surplex has authorized it in writing;
9. remove, obscure, or alter any copyright, trademark, patent, serial number, safety label, attribution, or proprietary notice;
10. use the Services or Products for medical diagnosis or treatment, emergency response, life-support, aviation, motor-vehicle control, law-enforcement decisions, employment decisions, insurance decisions, credit decisions, or any other high-risk or safety-critical purpose;
11. submit protected health information on behalf of a HIPAA-covered entity or business associate unless Surplex has signed an applicable business associate agreement;
12. use the Services to conduct human-subject research, clinical validation, regulated testing, or commercial research unless authorized under a separate written agreement; or
13. use the App or interact with coaching features when doing so would distract you or create an unsafe condition.

7. Reverse Engineering and Technical Restrictions

Except to the limited extent that applicable law expressly permits a specific activity despite a contractual restriction, you may not, and may not permit any third party to:

1. reverse engineer, decompile, disassemble, decode, decrypt, translate, adapt, reconstruct, derive, or otherwise attempt to discover or obtain any source code, object code, firmware, circuitry, hardware design, sensor architecture, communication protocol, data format, schema, non-public API, algorithm, scoring logic, feature engineering, model architecture, model weights, training method, training data, or underlying idea or know-how embodied in the Services or Products;
2. modify, patch, translate, emulate, clone, reproduce, or create derivative works of the Services, Products, firmware, hardware, or any portion of them;
3. bypass, disable, defeat, interfere with, or circumvent authentication, encryption, access controls, rate limits, subscription controls, geographic restrictions, digital signatures, anti-tamper measures, or other technical protections;
4. intercept, monitor, sniff, probe, scan, test, or analyze communications between a Product, the App, and Surplex systems, or access any non-public endpoint, except under a Surplex vulnerability-disclosure program or with Surplex’s prior written authorization;
5. extract, scrape, mirror, cache, systematically download, or compile any substantial portion of the Services, Surplex Materials, or non-public data into a separate database or dataset;
6. alter, unlock, reflash, replace, or install unauthorized firmware, software, components, sensors, batteries, or accessories in or on a Product;
7. use the Services, Products, outputs, sensor data, or non-public information to develop, train, fine-tune, validate, benchmark, test, or improve a competing product, service, hardware device, dataset, algorithm, or artificial-intelligence model;
8. reproduce the look and feel, workflows, interfaces, metrics, reports, or functionality of the Services for a competing or substitute offering; or
9. disclose or publish non-public security, technical, or benchmark information obtained through prohibited access or testing.

This Section does not prohibit honest reviews based on ordinary consumer use, legally protected fair use, good-faith security research conducted under an applicable Surplex policy, or other activity that cannot lawfully be restricted. If applicable law gives you a right to obtain information needed for interoperability, you must first request that information from Surplex, use it only for the legally permitted interoperability purpose, and protect it from unnecessary disclosure.

8. Product Setup, Compatibility, and Safety

You must follow the current User Manual, in-App instructions, warnings, charging requirements, fit guidance, care instructions, and other documentation provided with the Products. Use only compatible devices, power sources, and accessories. Do not use a Product that is damaged, unusually hot, swollen, leaking, frayed, improperly fitted, or otherwise unsafe.

Product performance may depend on correct sizing, placement, calibration, footwear, battery charge, Bluetooth connectivity, phone compatibility, permissions, environmental conditions, and proper syncing. You are responsible for checking fit and condition before each use and for keeping your compatible device, operating system, App, and firmware reasonably up to date.

Physical activity involves inherent risks, including falls, overexertion, pain, and injury. Stop using a Product and stop exercising if you experience pain, numbness, dizziness, shortness of breath, instability, skin irritation, or other concerning symptoms. Seek appropriate professional care when needed.

9. General Wellness and Medical Disclaimer

Except where Surplex expressly states in product-specific materials that a particular Product or feature has been cleared, approved, or otherwise authorized by a regulatory authority for a specified medical use, the consumer Products and Services covered by these Terms are general-wellness and fitness tools. They are not intended to diagnose, monitor, treat, cure, mitigate, or prevent any disease, injury, or medical condition.

Surplex does not provide medical care, physical therapy, diagnosis, treatment, or emergency services. Metrics, alerts, plans, recommendations, and coaching are informational only and are not a substitute for advice from a physician, physical therapist, athletic trainer, coach, or other qualified professional who understands your circumstances.

Consult a qualified professional before starting or materially changing an exercise program, especially if you have an injury, medical condition, pregnancy, recent surgery, implanted device, history of fainting, or other health concern. Never disregard professional advice or delay seeking care because of information from the Services. The Services cannot contact emergency responders; call the appropriate emergency number if you believe you have an emergency.

10. Measurements, Analytics, and AI-Assisted Features

The Services may use sensors, statistical methods, machine learning, generative AI, automated analysis, and third-party data to produce measurements, estimates, classifications, summaries, plans, or recommendations (“Outputs”). Outputs may be inaccurate, incomplete, delayed, inconsistent, unavailable, or unsuitable for your circumstances. Results may differ across devices, footwear, calibration states, environments, software versions, and users.

You must use independent judgment, review Outputs for obvious errors, and verify important information before acting on it. Do not rely on Outputs as clinical-grade measurements, guarantees of performance, predictions of injury, or instructions that override pain, fatigue, weather, terrain, professional advice, race rules, or common-sense safety precautions.

When you request an AI-assisted feature, Surplex may send the information reasonably needed to produce the requested Output—such as movement metrics, activity context, prompts, and prior relevant interactions—to contracted AI service providers, which may include OpenAI or Anthropic. Our Privacy Policy explains this processing and your choices.

Surplex may associate movement, activity, and interaction information with your account or a pseudonymous identifier to establish personal baselines, recognize patterns over time, personalize coaching and insights, and adapt models or parameters used to provide your Striv experience. Surplex may also use personal information, including pseudonymized information, to develop, test, evaluate, validate, and improve Surplex's own products, analytics, algorithms, machine-learning models, and AI-powered features, as described in the Privacy Policy. A pseudonymous identifier does not make information anonymous when it can still be linked to you or used to recognize you over time.

Surplex may use aggregated or de-identified information that cannot reasonably be linked to you for analytics, research, product development, and model improvement. When applicable law requires consent for sensitive or health-related information or a particular model-improvement use, Surplex will request that consent. Surplex does not sell Striv customer data to contracted AI service providers or authorize them to use it to train their own general-purpose models.

AI-assisted features may generate similar Outputs for different users and may change over time. Surplex does not guarantee any specific athletic, health, training, recovery, or performance result.

11. Orders, Prices, Taxes, and Delivery

Submitting an order is an offer to purchase. We may accept, reject, limit, or cancel an order, including for suspected fraud, inventory limitations, geographic restrictions, obvious pricing or description errors, or payment problems. Your order is accepted when we send confirmation or ship the Product, as applicable.

Prices, availability, specifications, promotions, and included features may change before order acceptance. You are responsible for applicable taxes, duties, customs fees, and carrier charges unless stated otherwise. Delivery dates are estimates and are not guaranteed. You are responsible for providing a complete and accurate delivery address and for complying with import requirements.

Risk of loss and title pass as provided by applicable law and the shipping terms disclosed at checkout. Product images and displays are illustrative and may vary from the delivered Product in non-material respects.

Reservations and preorders. If we offer a reservation, preorder, or deposit, the price, deposit treatment, estimated fulfillment window, cancellation rights, and any conditions will be disclosed with that offer. Unless the offer clearly states otherwise, an estimated ship date is not guaranteed, a reservation does not guarantee inventory, and we will not charge a remaining balance without obtaining the payment authorization described in the offer. Offer-specific reservation or preorder terms control if they conflict with this paragraph.

12. Subscriptions, Automatic Renewal, and Billing

Some Services require a paid subscription. The plan name, price, billing interval, included features, trial period, renewal terms, and cancellation method will be disclosed at checkout or in the applicable app store.

Unless stated otherwise at checkout, paid subscriptions automatically renew for successive billing periods until canceled. By starting a subscription, you authorize Surplex or the applicable app store or payment processor to charge the then-current subscription fee and applicable taxes to your selected payment method at each renewal.

A free or discounted trial may convert automatically to a paid subscription unless you cancel before the trial ends. We may change subscription pricing or features prospectively by providing notice required by law. A price change will take effect no earlier than your next renewal after the notice period.

You may cancel using the method disclosed when you subscribe, including through available account settings, a billing portal, or the app store through which you purchased the subscription. Cancellation generally takes effect at the end of the current paid billing period, and access may continue until then. Deleting the App or stopping use does not by itself cancel a subscription.

Except as required by law or stated in an applicable refund policy, charges are non-refundable and we do not provide credits for partial billing periods, unused time, or unused features. If payment fails, we or our payment provider may retry the charge, request an updated payment method, suspend paid features, or terminate the subscription.

Purchases made through Apple App Store, Google Play, or another third-party marketplace are also governed by that marketplace’s billing, cancellation, and refund rules, which may control over this Section for that purchase.

The disclosures shown with a subscription offer—including its price, billing frequency, trial conversion date, renewal terms, and cancellation method—form part of these Terms for that subscription. We will provide renewal, trial-ending, and price-change notices when required by applicable law.

13. Returns, Refunds, Repairs, and Hardware Warranty

Returns and refunds for Products purchased directly from Surplex are governed by the version of our Return Policy provided at purchase. Covered hardware defects are governed by our Surplex Limited Hardware Warranty. Those documents are incorporated into these Terms for the applicable order and are available before purchase.

The Limited Hardware Warranty describes its coverage, exclusions, claim procedure, shipping responsibilities, and available remedies. It does not cover normal wear or damage caused by accident, misuse, unauthorized modification, improper care, or use outside published instructions or environmental ratings.

Nothing in these Terms limits non-waivable consumer guarantees, statutory warranties, recall rights, product-liability rights, or other remedies that applicable law requires. Contact info@striv.run promptly if you believe a Product is defective or unsafe.

14. Your Data and Content

“User Data” means data you provide to or generate through the Services, such as profile information, goals, messages, uploaded materials, location, activity, gait, pressure, motion, performance, and related sensor data. As between you and Surplex, you retain any ownership rights you have in your User Data.

You grant Surplex and its service providers a worldwide, non-exclusive license to host, store, reproduce, transmit, process, analyze, transform, display, and otherwise use User Data only as reasonably necessary to provide, secure, maintain, personalize, develop, and improve the Services; comply with law; and enforce these Terms. Surplex may develop and improve the Services using User Data only as described in the Privacy Policy, including its safeguards and any consent requirements that apply to sensitive or health-related information or particular uses. This license lasts only as long as reasonably necessary for those purposes, subject to applicable deletion and retention requirements.

You represent that you have all rights and permissions needed to submit User Data and that doing so does not violate law or third-party rights. You remain responsible for the accuracy and legality of information you submit.

We may use information that has been aggregated or de-identified so that it cannot reasonably identify you, subject to applicable law and our Privacy Policy. We may retain such information after account deletion where legally permitted.

The Services are not a guaranteed backup service. Data may be lost because of device failure, unsuccessful syncing, account deletion, service changes, or other events. Export or preserve information you need before deleting your account or ending use.

15. Privacy

Our Privacy Policy describes our handling of personal information, including health, activity, device, payment, and location information. Device permissions and consent choices may affect functionality. You may withdraw certain permissions through your device or account settings, but some features may then be unavailable.

If these Terms and the Privacy Policy conflict regarding how personal information is handled, the Privacy Policy controls for that issue, subject to applicable law.

16. Surplex Intellectual Property and the Striv Brand

The Services, Products, and all related software, firmware, hardware designs, sensor configurations, inventions, models, algorithms, datasets, databases, interfaces, visualizations, metrics, scoring methods, documentation, text, graphics, logos, trademarks, trade dress, and other materials, excluding User Data (“Surplex Materials”), are owned by Surplex or its licensors and are protected by intellectual-property and other laws. “Striv” and associated names, logos, and designs are Surplex brand assets.

Except for the limited licenses expressly granted in these Terms, you receive no right, title, or interest in Surplex Materials. No license is granted by implication, estoppel, or otherwise under any patent, copyright, trademark, trade secret, or other right.

Subject to these Terms, you may view and use reports and Outputs generated for your account for your personal, non-commercial fitness purposes. This does not transfer ownership of the underlying Surplex Materials, methods, formats, models, or technology.

Third-party or open-source software included in the Services may be governed by separate licenses. Those licenses control to the extent required by their terms.

17. Feedback

If you provide ideas, suggestions, bug reports, feature requests, evaluations, or other feedback (“Feedback”), you grant Surplex a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable license to use, reproduce, modify, create derivative works from, commercialize, and otherwise exploit the Feedback for any lawful purpose without restriction or compensation.

Do not submit Feedback that you consider confidential or that you are not authorized to provide.

18. Third-Party Services and Integrations

The Services may connect to or rely on third-party devices, app stores, operating systems, payment processors, maps, weather providers, cloud providers, analytics providers, wearable platforms, fitness services, links, content, or other services. Third-party services are governed by their own terms and privacy practices.

Surplex does not control and is not responsible for third-party services, their availability, accuracy, security, changes, fees, data practices, or acts or omissions. An integration may stop working if either Surplex or the third party changes or discontinues it. You are responsible for complying with applicable third-party terms and for any data or carrier charges.

19. Beta, Early-Access, and Experimental Features

We may offer beta, preview, prototype, pilot, early-access, or experimental Products or features. They may be incomplete, unstable, inaccurate, subject to additional terms, and more likely to contain defects or cause data loss. Do not rely on them for important decisions or production, clinical, research, or safety-critical use.

We may change, limit, or discontinue beta features at any time. Information marked confidential or provided under a testing or nondisclosure agreement must be protected according to that agreement. TestFlight and other distribution-platform terms may also apply.

20. Updates, Availability, and Service Changes

We may provide software or firmware updates, including automatic updates, patches, security fixes, changes to metrics, and feature modifications. You authorize installation of updates made available through the App or Product. Some updates may be required to continue using the Services, and older versions may stop working.

We may modify, suspend, restrict, or discontinue all or part of the Services for maintenance, security, legal, business, technical, or other reasons. We do not guarantee continuous availability, any particular feature, compatibility with every device or third-party service, or preservation of all historical data.

Where required by law, we will provide reasonable notice of a material adverse change to a paid Service and an appropriate remedy. We are not responsible for outages or failures caused by internet, cellular, GPS, Bluetooth, app stores, third parties, user devices, force-majeure events, or circumstances beyond our reasonable control.

21. Electronic Communications

You agree that we may send agreements, disclosures, receipts, service notices, security alerts, and other transactional communications electronically, including through the App, website, or email. You are responsible for keeping your contact information current.

Marketing email or text messages will be sent only as permitted by law and applicable consent. You may opt out of marketing communications using the provided method, but you may still receive necessary service and account communications. Carrier messaging and data rates may apply.

22. Suspension and Termination

You may stop using the Services at any time. You may delete your account through available account settings or by contacting us. Subscription cancellation and account deletion are separate actions; deleting an account does not necessarily cancel a marketplace subscription.

We may investigate, restrict, suspend, or terminate access if we reasonably believe that: (a) you breached these Terms; (b) your activity creates security, legal, safety, fraud, or payment risk; (c) suspension is needed to protect users, Surplex, or third parties; (d) law or a government request requires it; or (e) we discontinue the relevant Service. We may act immediately for serious violations or urgent risk and otherwise provide notice when reasonably practicable.

Upon termination, your license ends and you must stop using the affected Services. Fees already paid are non-refundable except as required by law or an applicable policy. Data handling after termination is governed by the Privacy Policy and applicable law.

Sections that by their nature should survive termination—including restrictions, ownership, Feedback, disclaimers, liability limits, indemnification, dispute terms, and general provisions—will survive.

23. Disclaimers of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, OUTPUTS, AND BETA FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS. SURPLEX AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS DISCLAIM ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, SYSTEM INTEGRATION, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, SURPLEX DOES NOT WARRANT THAT THE SERVICES, SENSOR READINGS, OUTPUTS, TRAINING PLANS, OR RECOMMENDATIONS WILL BE ACCURATE, CLINICAL-GRADE, COMPLETE, SAFE FOR YOUR PARTICULAR CONDITION, UNINTERRUPTED, ERROR-FREE, SECURE, COMPATIBLE WITH EVERY DEVICE OR SHOE, OR EFFECTIVE IN PRODUCING A PARTICULAR ATHLETIC OR HEALTH OUTCOME. SURPLEX DOES NOT WARRANT THAT DATA WILL NEVER BE LOST OR THAT SOFTWARE DEFECTS WILL ALWAYS BE CORRECTED.

ANY EXPRESS LIMITED HARDWARE WARRANTY PROVIDED AT PURCHASE IS THE ONLY EXPRESS WARRANTY FOR THE PRODUCT AND IS SUBJECT TO ITS TERMS. SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY DISCLAIMERS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

24. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SURPLEX AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS (COLLECTIVELY, THE “SURPLEX PARTIES”) WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, OPPORTUNITY, GOODWILL, USE, OR DATA, ARISING OUT OF OR RELATED TO THE SERVICES, PRODUCTS, OUTPUTS, OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) FOR CLAIMS ARISING FROM OR RELATING TO A PRODUCT, THE AGGREGATE LIABILITY OF THE SURPLEX PARTIES WILL NOT EXCEED THE AMOUNT YOU PAID FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM; AND (B) FOR CLAIMS ARISING FROM OR RELATING TO A SERVICE, SUBSCRIPTION, OUTPUT, OR THESE TERMS THAT ARE NOT TIED TO A PRODUCT, THE AGGREGATE LIABILITY OF THE SURPLEX PARTIES WILL NOT EXCEED THE GREATER OF US$100 OR THE AMOUNT YOU PAID TO SURPLEX FOR THE AFFECTED SERVICE DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THEY DO NOT EXCLUDE OR LIMIT LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED, INCLUDING, WHERE APPLICABLE, LIABILITY FOR FRAUD, WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, OR YOUR NON-WAIVABLE CONSUMER OR PRODUCT-LIABILITY RIGHTS.

Because some jurisdictions do not allow certain exclusions or limitations, some of this Section may not apply to you. In that case, liability is limited to the fullest extent permitted by applicable law.

25. Indemnification

To the extent permitted by law, you agree to defend, indemnify, and hold harmless the Surplex Parties from third-party claims, damages, losses, liabilities, judgments, costs, and expenses (including reasonable attorneys’ fees) arising from: (a) your unlawful or unauthorized use of the Services or Products; (b) User Data you submit in violation of another person’s rights; (c) your unauthorized commercial, clinical, or human-subject research use of a Product or Service; or (d) your fraud or willful misconduct.

This obligation does not apply to the extent a claim is caused by a Surplex Party’s negligence, willful misconduct, or breach. Surplex may control the defense and settlement of an indemnified claim, and you agree to reasonably cooperate. Surplex will not settle a claim in a way that admits fault by or imposes non-monetary obligations on you without your consent, which will not be unreasonably withheld.

26. Informal Dispute Resolution; Governing Law; Venue

Before filing a lawsuit, you and Surplex agree to try in good faith for at least 30 days to resolve the dispute informally. A notice to Surplex must be sent to info@striv.run and should describe the dispute, relevant account or order information, and requested relief. Surplex may send a notice to the contact information associated with your account.

Except where mandatory consumer law provides otherwise, these Terms and any dispute are governed by the laws of the Commonwealth of Massachusetts, without regard to conflict-of-law principles. The state and federal courts located in Boston, Massachusetts will have exclusive jurisdiction, and you and Surplex consent to personal jurisdiction and venue there.

Nothing in this Section prevents either party from seeking relief in an eligible small-claims court or seeking temporary or injunctive relief to protect intellectual property, confidential information, account security, or the integrity of the Services. If you are a consumer outside the United States, you retain any mandatory rights to bring claims in your home jurisdiction that cannot lawfully be waived.

27. Export Controls and Sanctions

You may not use, export, re-export, transfer, release, or make the Services, Products, software, firmware, or technical information available in violation of U.S. or other applicable export-control or sanctions laws. You represent that you are not located in an embargoed jurisdiction and are not a prohibited or restricted party, except to the extent applicable law prohibits such a representation.

28. Additional App-Store Terms

If you obtained the App through a third-party app store, the following terms apply in addition to the rest of these Terms.

Apple App Store

1. These Terms are between you and Surplex, not Apple. Surplex, not Apple, is solely responsible for the App and its content.
2. Your license is limited to a non-transferable right to use the App on Apple-branded products that you own or control and as permitted by Apple’s applicable usage rules, including any permitted family-sharing or volume-purchase use.
3. Apple has no obligation to provide maintenance or support for the App. Contact Surplex for support.
4. If the App fails to conform to an applicable warranty, you may notify Apple, and Apple may refund the purchase price, if any, as required by its terms. To the maximum extent permitted by law, Apple has no other warranty obligation regarding the App.
5. Surplex, not Apple, is responsible for addressing claims relating to the App or your possession or use of it, including product-liability, legal or regulatory, and consumer-protection claims.
6. If a third party claims that the App or your possession or use of it infringes intellectual property rights, Surplex, not Apple, is responsible for investigation, defense, settlement, and discharge of the claim to the extent required by these Terms and applicable law.
7. You must comply with applicable third-party terms when using the App.
8. Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce the applicable App-license terms against you.

Google Play and Other Marketplaces

These Terms are between you and Surplex, not the marketplace operator. The operator is not responsible for the App, support, warranties, or claims except as its own terms expressly provide. Your use must comply with the marketplace’s applicable terms, and its billing, cancellation, and refund rules may control purchases made through it.

29. General Provisions

Entire Agreement. These Terms, applicable order terms, subscription disclosures, express warranty or return policies, and additional feature-specific terms form the entire agreement between you and Surplex concerning their subject matter and replace prior or contemporaneous understandings on that subject. The Privacy Policy separately describes our data practices.

Order of Precedence. A signed written agreement or order form controls over these Terms for its subject matter. Otherwise, feature-specific or transaction-specific terms control over these Terms only to the extent of a direct conflict.

Assignment. You may not assign or transfer these Terms or your rights without Surplex’s written consent. Surplex may assign these Terms in connection with a merger, acquisition, financing, corporate reorganization, sale of assets, or by operation of law.

Severability. If a provision is held unlawful or unenforceable, it will be enforced to the maximum lawful extent or modified to best accomplish its purpose, and the remaining provisions remain in effect.

No Waiver. Failure to enforce a provision is not a waiver. A waiver must be in writing and applies only to the specific instance stated.

Force Majeure. Surplex is not liable for delay or failure caused by events beyond its reasonable control, including natural disasters, severe weather, fire, epidemic, war, terrorism, labor disputes, government action, supply-chain disruption, carrier failure, utility failure, internet or cloud outage, cyberattack, or third-party platform failure.

No Agency. These Terms do not create an employment, agency, partnership, franchise, fiduciary, or joint-venture relationship.

Third-Party Beneficiaries. Except for Apple and its subsidiaries as stated above, these Terms do not create third-party beneficiary rights.

Language. The English version controls to the extent permitted by law. Translations are provided for convenience unless local law requires otherwise.

Headings. Headings are for convenience and do not affect interpretation.

30. Contact Us

Questions, legal notices, and support requests may be sent to:

Surplex, Co.
68 Harrison Avenue
Suite 605, PMB 50833
Boston, Massachusetts 02111
United States

📧 info@striv.run