Seam Platform Terms of Service

This Seam Platform Terms of Service (this “Agreement”) is between Seam Labs, Inc. (“Seam” or “us”) and “you”, the individual or business accessing or using the Seam Platform or controlling, managing or authorized to manage an End Device using the Seam Platform. If you are an individual accessing or using the Seam Platform on behalf of a business, you represent that you have the authority to agree to this Agreement on behalf of such business and that all of the information you provide to us is accurate and complete. Your access and use of the Seam Platform is subject to this Agreement, and by accessing or using the Seam Platform, you expressly agree to the terms and conditions of this Agreement.

1. Definitions

“Documentation” means the documentation published at https://docs.seam.co/latest or a successor URL designated by Seam from time to time.

“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).

“End Device Owners” are people or businesses that own or control one or more End Devices or the premises utilizing the End Device(s).

“Fees” means the fees on your Order Form or if no Order Form has been signed or in effect, then the current list prices published at https://www.seam.co/pricing/pay-as-you-go.

“Order Form” means any order form that has been signed between you and Seam with respect to the Seam Platform.

“Platform Data” means data transmitted to, or otherwise collected by the Seam Platform (including through the Seam Software) from an End Device or by or on behalf of you, as well as related analytics created by the Seam Platform for you.

“Seam Acceptable Use Policy” means the policy available at https://www.seam.co/legal/seam-acceptable-use-policy or a successor URL designated by Seam from time to time.

“Seam Platform” means the Seam API, Console, Connect Webviews, and any device access or management website and services provided by Seam.

“Seam Software” is any Seam mobile SDK or Seam software application (e.g. Seam Bridge).

2. Seam Platform Rights and Restrictions

Subject to the terms and conditions of this Agreement (including the Seam Acceptable Use Policy), Seam grants you a limited, non-exclusive, non-sublicensable right to call the Seam API from, and integrate the Connect Webviews within, your software application (“Seam-Integrated Application”) in accordance with the Documentation and to use the rest of the Seam Platform and Documentation for the purpose of building and operating that integration. As identified by Seam (including via the Documentation), certain Seam Platform features are subject to your agreement to additional terms.

Prior to your use of the Seam Platform 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 will not use the Seam Platform if you are under the age of 16 or allow others under the age of 16 to use the Seam Platform. You will keep your credentials to your Seam Platform account secure. If you become aware of, or reasonably suspect, any unauthorized access or use of your Seam Platform account, Platform Data or any End Device, you will immediately notify Seam at security@seam.co.

You may only permit your employees, agents and contractors to use the Seam Platform (“Personnel”) and only on your behalf, and you must take all reasonable steps to ensure that your Personnel use the Seam Platform in compliance with this Agreement, including the Seam Acceptable Use Policy, and the Documentation. You are responsible for any violation of this 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 Agreement, you must promptly notify Seam at legal@seam.co.

You may not, nor may allow any third party to, (a) use the Seam Platform or any Platform Data for any fraudulent, unlawful, deceptive, or abusive purposes, or in any manner harmful to, or intended to harm, any person or third party or otherwise in violation of the Seam Acceptable Use Policy; (b) circumvent Seam’s intended limitations for any feature of the Seam Platform; (c) make any representation, warranty or commitment on behalf of Seam; (d) use any Seam logo, trademark or service mark in a manner inconsistent with guidelines provided by Seam from time to time; (e) modify, adapt, or create derivative works of the Seam Platform, in whole or in part; (f) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any part of the Seam Platform, in whole or in part; (g) except to the extent expressly permitted under this Agreement, frame, mirror, sell, resell, rent or lease use of the Seam Platform to any other person, or otherwise allow any person to use the Seam Platform; (h) use the Seam Platform, Platform Data or Documentation 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; (i) interfere with, or disrupt the integrity or performance of, the Seam Platform. Seam is not responsible for the services or products you make available or provide to third parties.

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

3. Privacy and Security

If you transmit personal information of individuals to or through the Platform (“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 Platform Data, provide you the Platform Data, and to operate and make updates to Seam products and services (collectively, “Data Processing Activities”). You must obtain any consents or offer any opt-outs required by applicable laws for 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 End Device Owners to undertake the foregoing obligations in this Section 3, 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. You will use all reasonable measures in compliance with laws and meeting or exceeding industry standards (a) to protect and secure Platform Data from unauthorized access, use, or disclosure given the nature of the Platform Data, (b) to authenticate users of each End Device before managing the End Device through your Seam Platform account 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 your Seam Platform account. You will not knowingly include as part of the Platform Data any personal information that is considered sensitive under applicable law or for children under the age of 16.

4. Fees and Payment

You agree to pay Fees in accordance with your Seam Order Form and this Agreement. Any prepayment credits and Fees are non-refundable. If you are using an electronic payment method, you authorize Seam to automatically charge Fees on the basis described in your Seam Order Form and this Agreement to the payment card you provide, including for any automatic renewal. If the Seam Order Form provides that you are not using an electronic payment method, you agree to pay Seam within 30 days of receipt of invoice from Seam if no other payment period is identified on the Seam Order Form. Seam may change the Fees from time to time upon 30 days notice to you. The Fees are exclusive of any applicable sales or value-added tax, except as expressly stated to the contrary. If Seam is required to withhold any taxes, Seam may charge you such taxes in addition to the Fees and pay them to the appropriate taxing authority. If you are exempt from payment of such taxes, you must provide Seam with an original certificate that satisfies applicable legal requirements attesting to your tax-exempt status. You will notify Seam of any inaccuracies on an invoice within 30 days after receipt of invoice. Seam reserves the right to charge interest on overdue payments at the lesser rate of 1.5% per month or the maximum rate allowed under applicable laws.

5. Term and Termination

The term of this Agreement will begin when you register your account on the Seam Platform or otherwise access or use the Seam Platform. Unless otherwise specified on the Seam Order Form, this Agreement and the Seam Platform services ordered on the Order Form will automatically renew at the end of the term identified on your Seam Order Form for the same duration of time as the initial term, unless either party provides 30 days advance notice of its intent not to renew this Agreement. If there is no Order Form, the initial term of this Agreement is 12 months. Either party may terminate this Agreement and all Order Forms upon 30 days notice if the other party materially breaches this Agreement, provided that such material breach is not cured within such 30 days. Seam may also immediately terminate this Agreement and all Order Forms or suspend your access to the Seam Platform or Platform Data, if you are the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding, or 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. Sections 4 through 10 and Sections 11(a)-(h) will survive termination of this Agreement. No earlier than 30 days after the termination of this Agreement, Seam reserves the right to permanently delete or de-identify all Platform Data with or without notice to you.

6. Representations and Warranties; Disclaimers

You represent and warrant that you will use the Seam Platform and Platform Data, in compliance with all applicable laws and regulations (including related to privacy and security). You represent and warrant that you will neither use the Seam Platform nor Platform Data, nor knowingly permit the use of the Seam Platform nor Platform Data, 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 or otherwise in violation of the Seam Acceptable Use Policy. You represent and warrant that you have all rights needed to integrate the End Devices with the Seam Platform. You represent that you have obtained all necessary rights and consents under applicable law with respect to the Data Processing Activities.

NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SEAM PROVIDES THE SEAM PLATFORM “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 PLATFORM. SEAM MAKES NO WARRANTY THAT THE SEAM PLATFORM WILL BE UNINTERRUPTED, FREE OF VIRUSES OR OTHER HARMFUL CODE, TIMELY, SECURE, OR ERROR-FREE. YOU USE ALL PLATFORM DATA AND THE SEAM PLATFORM 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 PLATFORM DATA OR SEAM PLATFORM.

7. 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 Platform, Platform Data, or any End Device; and (b) any breach by you of your warranties under this Agreement.

8. Limitations of Liability

Seam is not responsible for, and disclaims all liability, for any End Device and for your acts or omissions, including in configuring the any End Device, Seam Software or the Seam Platform. In no event will a Disclaiming Entity be liable for any lost profits, or any indirect, punitive, incidental, special, consequential, or exemplary damages arising out of, in connection with, or relating to this Agreement or the Seam Platform or Platform Data, including the use of, inability to use, or unavailability of the Seam Platform. Without limiting the foregoing provisions of this Section 8, the Disclaiming Entities’ cumulative liability to you in connection with the Seam Platform (including under this Agreement) will be limited to direct damages and in all events will not exceed in the aggregate the amount of fees paid by you to Seam during the six (6) month period immediately preceding the event giving rise to the claim for liability.

This Section 8 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.

You acknowledge that the Seam Platform is not certified for emergency or safety critical response. YOU UNDERSTAND THAT THE SEAM PLATFORM 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.

9. Dispute Resolution.

If you have a dispute with Seam, you agree to contact us through the contacts provided on your Order Form or legal@seam.co regarding your dispute to attempt to resolve the issue informally first by your Seam representative or as may be escalated to the Seam legal or leadership team.

10. Confidentiality

“Confidential Information” shall mean the details of your Seam Order Form 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 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.

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

11. Other General Legal Terms

a. Governing Law and Venue. This 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 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 Platform contains valuable trade secrets and proprietary information of Seam, that any actual or threatened breach of this 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 Agreement will be construed against any party on the basis of that party being the drafter. This 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 Agreement does not constitute a waiver of such right or provision. No waiver of any term of this Agreement will be deemed a further or continuing waiver of such term or any other term.

c. Assignment. Seam may assign or delegate this Agreement. Upon notice to Seam, you may assign this 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 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 Agreement constitutes the entire agreement between you and Seam with respect to the Seam Platform. If there is any irreconcilable conflict between the provisions of this Agreement and specific 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 Agreement. This Agreement governs all Order Forms between the parties with respect to the Seam Platform, and any different or conflicting terms or conditions set forth in your purchase order or another communication are expressly objected to and will not be binding on Seam. Seam Software is licensed and not sold and is subject to the Seam Software License Agreement available at https://www.seam.co/legal. If any provision of this 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 Agreement, certain End Device manufacturers are third party beneficiaries to this Agreement.

g. Independent Contractors. You and Seam are independent entities, and this 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 Agreement (including the Seam Acceptable Use Policy) upon notice to you, which may be provided through email, the Seam Platform, or Seam’s website. You agree that any changes to this 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 Agreement, you must (a) provide notice to Seam and (b) immediately cease using the Seam Platform. Where you do not provide such notice prior to the amendments becoming binding, by continuing to use the Seam Platform you agree that you are consenting to any such changes to this 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.