Seam Software License Agreement

Seam offers mobile SDKs (“Seam SDKs”) and the Seam Bridge software application (“Seam Bridge”). The Seam SDKs and the Seam Bridge are collectively referred to as the “Seam Software.” In order to use the Seam Software, you must first agree to this License Agreement, and by accessing or using the Seam Software, you agree to the terms of this License Agreement. You may not use any Seam Software if you do not agree to this License Agreement.

Your use of the Seam API, Connect Webviews, Console, and any device access or management website and services provided by Seam (“Seam Platform”) are governed by the Seam Platform Terms of Service.

Seam SDK Specific Terms

Subject to the terms of the License Agreement, Seam grants you a limited, non-exclusive, and non-sublicensable license to use the Seam SDKs to develop a software application that utilizes the Seam Platform (“Seam-Integrated Application”) in accordance with the documentation published at docs.seam.co or a successor URL designated by Seam from time to time (“Documentation”).

You may not use the Seam SDKs to develop another SDK. You are free to develop your own SDK without accessing or referencing any Seam SDK. Subject to your compliance with this Seam Software License Agreement, Seam agrees that it obtains no right, title, or interest from you (or your licensors) in or to any software applications that you develop using the SDK, including any intellectual property rights that subsist in those applications.

Prior to your use of the Seam Software in production, and from time to time thereafter, Seam may request access to your Seam-Integrated Application in order to perform a feature and security review. Upon such request, you will promptly provide Seam with reasonable access to your Seam-Integrated Application and notify Seam in advance of any material changes to the Seam-Integrated Application.

You agree that the form and nature of the Seam SDKs may change without prior notice to you and that future versions of the Seam SDKs may be incompatible with software applications developed on previous versions of the SDK. You agree that Seam may stop (permanently or temporarily) providing any Seam SDK (or any features within a Seam SDK) to you or to users generally at Seam's sole discretion, without prior notice to you.

You represent and warrant that you have all rights needed to develop and operate the Seam-Integrated Application.

Seam Bridge Specific Terms

Subject to the terms of the License Agreement, Seam grants you a limited, non-exclusive, and non-sublicensable license to run the Seam Bridge in object code form on a computer or server that you own or control for the purpose of integrating with the Seam Platform in accordance with the Documentation.

Seam may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Seam Bridge and related services (“Updates”). Seam may request you to install these Updates, and given the nature of the Update, you will install the Update without undue delay. Seam may automatically install these Updates without providing any additional notice to you or receiving any additional consent from you, and you consent to these automatic Updates.

You represent and warrant that you have all rights needed to operate the Seam Bridge on the computer or server on which it is run (“Host Computer”) and to connect End Devices to the Seam Bridge.

General Terms

1. License Restrictions

The only individuals or businesses that are authorized to use the Seam Software are your employees, agents, and contractors (“Personnel”) on your behalf. You must take all reasonable steps to ensure that your Personnel use the Seam Software in compliance with this Software License Agreement and the Documentation. You are responsible for any violation of this License Agreement and use in non-conformance with the Documentation by your Personnel. To the extent that you become aware of or reasonably believe any person is violating this License Agreement, you must promptly notify Seam at legal@seam.co.

You may make copies of the Seam Software only for backup purposes. You may not, nor may allow any third party to, (a) make any representation, warranty or commitment on behalf of Seam; (b) use any Seam logo, trademark, or service mark in a manner inconsistent with guidelines provided by Seam from time to time; (c) modify, adapt, or create derivative works of the Seam Software, in whole or in part; (d) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain improper access to any part of the Seam Software, in whole or in part; (e) license, distribute, transmit, publish, frame, mirror, sell, resell, rent, or lease use of the Seam Software to any other person, or except to the extent expressly permitted under this License Agreement, otherwise allow any person to use the Seam Software; (f) use the Seam Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; or (g) use the Seam Software in a manner that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of any person. The Seam Software (and all copies thereof) is licensed to you, not sold, under this License Agreement. There are no implied licenses in this License Agreement.

You may perform security research on the Seam Software pursuant to industry best practices and as may be further described in the Seam Vulnerability Disclosure Guidelines, and you agree to first contact Seam and provide Seam an opportunity to create the changes needed for security purposes. You may not release the results of any performance, functional, or security evaluation of any Seam Software to any third party without prior written approval of Seam for each such release.

Certain items of software included with the Seam Software are subject to “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of this License Agreement. Instead, each item of Open Source Software is licensed under the terms of the end user license that accompanies such Open Source Software. Nothing in this License Agreement limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. If required by any license for particular Open Source Software, Seam makes such Open Source Software, and Seam’ modifications to that Open Source Software, available by written request to Seam at legal@seam.co.

For U.S. government users, the Seam Software is a “commercial item,” as that term is defined at 48 C.F.R. 2.101 (OCT 1995), and more specifically is “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), the Seam Software is provided to U.S. Government End Users only as a commercial end item and with only those rights as are granted to all other customers pursuant to the terms and conditions herein.

2. Privacy and Security

If you transmit personal information of individuals through the Seam Software (“Personal Information”), you must provide notice to such individuals in accordance with applicable laws with respect to the categories of Personal Information that will be collected and how such Personal Information will be used, stored, shared and otherwise processed by you and as reasonably necessary for Seam to process the Personal Information, provide you the Personal Information, and to operate and make updates to Seam products and services (collectively, the “Data Processing Activities”). You must obtain any consents or offer any opt-outs required under applicable laws with respect to the Data Processing Activities. If you do not have a direct relationship with nor directly interact with such individuals, you must obtain the agreement of your customers to undertake the foregoing obligations in this Section 2, and you must use all reasonable efforts to periodically assess compliance with the foregoing. For information regarding how Seam collects, uses, stores, and shares Personal Information, please review the Seam Privacy Notice.

“End Device” means any device or system that is both (a) managed or authorized to be managed by you and (b) configured to transmit data to the Seam Platform (including through any Seam Software). You will use all reasonable measures in compliance with laws and meeting or exceeding industry standards (a) to protect and secure Personal Information and Host Computer from unauthorized access, use, or disclosure given the nature of the Personal Information and End Devices accessible through the Host Computer, (b) to authenticate users of each End Device before managing the End Device using the Seam Software at the direction of, or providing End Device information to, those users, and (c) to protect End Devices from all unauthorized access or use through the Seam Software. You will not knowingly transmit through the Seam Software any personal information that is considered sensitive under applicable law or for children under the age of 16.

3. Term and Termination

This License Agreement is effective on the date you first access or use the Seam Software and shall continue unless and until this License Agreement is terminated as provided in this Section 3. If you want to terminate the License Agreement, you may do so by stopping your use of the Seam Software and any relevant developer credentials and notifying Seam in writing with respect to the termination. Seam may immediately terminate this License Agreement if: (i) you breach this License Agreement; (ii) you are the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding; (iii) if Seam determines that you are engaged in activity that fails to comply with applicable law or causes a significant risk of reputational harm to Seam. In addition, upon 60 days notice, Seam may terminate this License Agreement in its discretion.

Sections 3 through 9 and Sections 10(a)-(h) will survive termination of this License Agreement. No earlier than 30 days after the termination of this License Agreement, Seam reserves the right to permanently delete or de-identify all data transmitted through the Seam Software with or without notice to you.

4. Representations and Warranties

You represent and warrant that you will use the Seam Software, in compliance with all applicable laws and regulations (including related to privacy, security, and the export and import of technology). You represent and warrant that you will not use the Seam Software, nor knowingly permit the use of the Seam Software Software, in a manner that is fraudulent, unlawful, deceptive, or abusive, or in any manner harmful to, or intended to harm, any person or third party. You represent that you have obtained all necessary rights and consents under applicable laws with respect to the Data Processing Activities.

5. Disclaimer of Warranties

Seam is not responsible for the services or products you make available or provide to third parties.

NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SEAM PROVIDES THE SEAM SOFTWARE “AS-IS” AND DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. SEAM DOES NOT GUARANTEE ANY SPECIFIC RESULTS FROM THE USE OF THE SEAM SOFTWARE. SEAM MAKES NO WARRANTY THAT THE SEAM SOFTWARE WILL BE FREE OF VIRUSES OR OTHER HARMFUL CODE, SECURE, OR ERROR-FREE. YOU USE THE SEAM SOFTWARE AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR (AND SEAM DISCLAIMS) ANY AND ALL LOSS, LIABILITY, OR DAMAGES WITH RESPECT TO ANY PERSONAL PROPERTY, OTHER PROPERTY OR GOODS, FOOD OR OTHER PERISHABLES, FACILITIES, EQUIPMENT, PERSONS, OR END DEVICES, RESULTING FROM YOUR USE OF THE SEAM SOFTWARE.

You acknowledge that the Seam Software is not certified for emergency or safety critical response. YOU UNDERSTAND THAT THE SEAM SOFTWARE IS NOT A THIRD-PARTY MONITORED EMERGENCY NOTIFICATION SYSTEM -- SEAM DOES NOT MONITOR EMERGENCY NOTIFICATIONS AND WILL NOT DISPATCH EMERGENCY AUTHORITIES IN THE EVENT OF AN EMERGENCY. In addition, Seam customer support contacts cannot be considered a lifesaving solution for people at risk in the home, and they are no substitute for emergency services. All life threatening and emergency events should be directed to the appropriate response services.

6. Indemnification

You agree to defend Seam and its affiliates, service providers, and their respective directors, officers, employees and agents (each a “Disclaiming Entity”) and indemnify each Disclaiming Entity from and against any claim, suit, demand, loss, liability, damage, action, or proceeding arising out of or relating to (a) any disputes between you and any individual or third party relating to the Seam Software or any End Device; and (b) any breach by you of your warranties under this License Agreement.

7. Limitations of Liability

Seam is not responsible for, and disclaims all liability, for any End Device, the computers or servers on which the Seam Software is used, and for your acts or omissions, including in configuring the Seam Device to any End Device or the Seam Software. In no event will a Disclaiming Entity be liable for any lost profits, or any direct, indirect, punitive, incidental, special, consequential, or exemplary damages arising out of, in connection with, or relating to this License Agreement or the Seam Software or data transmitted through the Seam Software, including the use of, inability to use, or unavailability of the Seam Platform.

This Section 7 applies to the maximum extent permitted by law, and applies regardless of the legal theory on which the claim is based, including contract, tort (including negligence, product liability, or otherwise), strict liability, or any other basis. The limitations apply even if the Disclaiming Entities have been advised of the possibility of such damage. This limitation is cumulative and will not be increased by the existence of more than one incident or claim.

8. Confidentiality and Proprietary Rights

“Confidential Information” shall mean the Seam Software and all other information disclosed to you that Seam characterizes as confidential at the time of its disclosure, either in writing or orally, except for information which you can demonstrate: (a) is previously rightfully known to you without restriction on disclosure; (b) is or becomes, from no act or omission on your part, generally known in the relevant industry or public domain; (c) is disclosed to you by a third party as a matter of right and without restriction on disclosure; or (d) is independently developed by you without access to the Confidential Information. You shall use all reasonable efforts to preserve and protect the confidentiality of the Confidential Information at all times, both during the term hereof and for a period of at least 3 years after termination of these Terms. You shall not disclose, disseminate, or otherwise publish or communicate Confidential Information to any person, firm, corporation, or other third party without the prior written consent of Seam. You shall not use any Confidential Information other than in the course of the activities permitted hereunder. You shall notify Seam in writing immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this License Agreement, and will cooperate with Seam in every reasonable way to regain possession of Confidential Information and prevent any further unauthorized use. If you are legally compelled to disclose any of the Confidential Information, then prior to such disclosure, you will (i) immediately notify Seam prior to such disclosure to allow Seam an opportunity to contest the disclosure, (ii) assert the privileged and confidential nature of the Confidential Information, and (iii) cooperate fully with Seam in protecting against any such disclosure and obtaining a protective order narrowing the scope of such disclosure and use of the Confidential Information. In the event such protection is not obtained, you shall disclose the Confidential Information only to the extent necessary to comply with the applicable legal requirements.

9. Proprietary Rights

Except for the rights expressly granted in this License Agreement, Seam retains all right, title, and interest, including all intellectual property rights, in and to the Seam Software, Documentation, any data that has been de-identified, and any other data generated by Seam. Seam may use data transmitted by the Seam Software to develop the Seam Platform and to create data that is de-identified.

10. Other General Legal Terms

a. Governing Law and Venue. This License Agreement is governed by California law, and the courts in Santa Clara County have exclusive jurisdiction of any disputes relating to or arising from this License Agreement. Each party irrevocably submits to the jurisdiction and venue of any such court in any such claim or dispute, except that Seam may seek injunctive relief in any court having jurisdiction to protect its intellectual property or Confidential Information. You acknowledge that the Seam Software contains valuable trade secrets and proprietary information of Seam, that any actual or threatened breach of this License Agreement will constitute immediate, irreparable harm to Seam for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach.

b. Interpretation. No provision of this License Agreement will be construed against any party on the basis of that party being the drafter. This License Agreement does not limit any rights of enforcement that Seam may have under trade secret, copyright, patent, or other laws. Seam’s delay or failure to assert any right or provision under this License Agreement does not constitute a waiver of such right or provision. No waiver of any term of this License Agreement will be deemed a further or continuing waiver of such term or any other term.

c. Assignment. Seam may assign or delegate this License Agreement. Upon notice to Seam, you may assign this License Agreement to your successor or acquirer in connection with your merger, change of control, or a sale of all or substantially all of your assets relating to this License Agreement, provided that such successor or acquirer is not a competitor of Seam.

d. Feedback. All suggestions or feedback provided by you to Seam with respect to the Seam products and services shall be Seam’s Confidential Information. Seam may use such suggestions and feedback for any purpose and in any way without any compensation to you.

e. Entire Agreement. This License Agreement constitutes the entire agreement between you and Seam with respect to the Seam Software. If there is any irreconcilable conflict between the provisions of this License Agreement and specific agreements or policies referenced herein (e.g. the Seam Acceptable Use Policy or Seam Privacy Notice), the document most recently updated governs unless explicitly provided otherwise in this License Agreement. If any provision of this License Agreement (or portion thereof) is held to be invalid or unenforceable under applicable law, then it should be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

f. Third Party Beneficiaries. To the extent identified in an Exhibit to this License Agreement, certain End Device manufacturers are third party beneficiaries to this License Agreement.

g. Independent Contractors. You and Seam are independent entities, and this License Agreement does not create any partnership, agency, or employment relationship between you and Seam, or the employees or agents of either party.

h. Notices. Any notice to you may be provided by email to the address that you registered with Seam.

i. Amendments. Seam may amend this License Agreement upon notice to you, which may be provided through email, the Seam Platform, or Seam’s website. You agree that any changes to this License Agreement will be binding on you 30 days after the amendment is made by Seam (or if a longer period is required by applicable law, such longer period). If you elect to not accept the changes to this License Agreement, you must (a) provide notice to Seam and (b) immediately cease using the Seam Software. Where you do not provide such notice prior to the amendments becoming binding, by continuing to use the Seam Software, you agree that you are consenting to any such changes to this License Agreement.

j. Publicity. Provided that Seam complies with your brand guidelines as may be provided to Seam from time to time, Seam and Seam’s device-maker partners have the limited right to use your name and logo to identify you as a customer of Seam, including in their respective marketing materials and websites.