These Terms of Service (this “Agreement”) govern the use of services provided by Seezo Inc., a Delaware corporation (“Company”), to the customer and end user of the services (“Customer”).
By accepting this Agreement, whether by clicking a box indicating its acceptance or navigating through a login page where a link to this Agreement is provided, Customer agrees to the terms of this Agreement. If Customer and Company have executed a written agreement governing Customer’s access to and use of the Service, then the terms of such signed agreement will govern and supersede this Agreement.
PLEASE NOTE THAT IF AN INDIVIDUAL SIGNS UP FOR THE SERVICE USING AN EMAIL ADDRESS FROM THEIR EMPLOYER OR ANOTHER ENTITY, OR OTHERWISE SIGNS UP FOR THE BENEFIT OF THEIR EMPLOYER OR ANOTHER ENTITY, THEN (A) THEY WILL BE DEEMED TO REPRESENT SUCH PARTY, (B) THEIR ACCEPTANCE WILL BIND THE EMPLOYER OR THAT ENTITY TO THESE TERMS, AND (C) THE WORD “CUSTOMER” IN THESE TERMS WILL REFER TO THE EMPLOYER OR THAT ENTITY.
This Agreement is effective as of the earlier of the date that Customer accepts the terms of this Agreement as indicated above or first accesses or uses the Service (the “Effective Date”). Company reserves the right to modify or update the terms of this Agreement in its discretion, the effective date of which will be the earlier of (i) 30 days from the date of such update or modification and (ii) Customer’s continued use of the Service.
Definitions
“Affiliate” means, with respect to an entity, any entity or person which directly or indirectly controls, is controlled by, or is under common control with that entity.
“Beta Features” means any Service features, functionality, or services which Company may make available to Customer to try at no additional cost, and which are designated as beta, trial, non-production, or another similar designation.
“Customer Data” means (i) user authentication information such as name and email address, (ii) Customer’s uploaded design documents, diagrams, tickets, or other artifacts, and (iii) Metadata (as defined below).
“Documentation” means the written or online documentation regarding the Service made available by Company at https://seezo.io/docs or within the product.
“Metadata” means contextual information generated by the Service, such as project identity, timestamps, risk categories, security framework mappings, and severity of findings.
“Output” means reports, requirements, risk findings, and other results generated through Customer’s use of the Service.
“Rules” means the logic, instructions, and decision frameworks within the Service used to analyze Customer Data and generate Output.
“Service” means Company’s proprietary Software-as-a-Service solution, known as the Seezo SDR App, for use by Customer for the purpose of performing automated security design reviews, generating security requirements and open questions, and managing compliance mappings. The Service includes proprietary features, the Software, the Rules, the Documentation, and all modifications, updates, and upgrades thereto and derivative works thereof.
“Software” means the software that Company develops and maintains in order to provide the Service, and all modifications, updates, upgrades thereto and derivative works thereof.
“Subscription” has the meaning ascribed to it in Section 2.1.
“Term” has the meaning ascribed to it in Section 3.1.
“Usage Data” means statistical and performance-related information regarding Customer’s use of the Service.
“Users” means individuals or entities that are authorized by Customer to use the Service.
Access to and use of services
2.1 Right to Access and Use Service.
Subject to the terms of this Agreement, Company grants Customer a royalty-free, nonexclusive, nontransferable, worldwide right during the Term to use the Service available at https://app.seezo.io (the “Subscription”). Beta Features made available by Company are provided for testing purposes only. Company may immediately and without notice remove Beta Features for any reason without liability to Customer.
2.2 Restrictions.
Customer will not:
(i) access (or allow a third party to access) the Service in order to monitor the availability, security, performance, or functionality of the Service, or benchmark the Service, for any competitive purposes without Company’s express written consent;
(ii) market, sublicense, resell, lease, loan, transfer, or otherwise commercially exploit or make the Software or Service available to any third party;
(iii) modify, create derivative works, decompile, reverse engineer, attempt to gain access to the source code, or copy the Service or any of its components;
(iv) use the Service to conduct any fraudulent, malicious, or illegal activities (each of (i) through (iv), a “Prohibited Use”).
2.3 Support.
Company provides Documentation, in-product guides, and may offer support through its knowledge base or designated communication channels. Unless otherwise specified in a separate written agreement, Company does not guarantee real-time or personalized support.
Term and Termination
3.1 Term.
The term of this Agreement will commence on the Effective Date and will continue for as long as Customer is using the Service, unless terminated by Company at any time and for any reason (the “Term”).
3.2 Survival.
The following provisions will survive any expiration or termination of the Agreement: Sections 3, 4, 5, 6, 8, 9, and 10.
Confidentiality
4.1 Confidential Information.
Except as explicitly excluded below, any information of a confidential or proprietary nature provided by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) constitutes the Disclosing Party’s confidential and proprietary information (“Confidential Information”). Company’s Confidential Information includes the Service and any information conveyed to Customer in connection with Support. Customer’s Confidential Information includes Customer Data and Output.
Confidential Information does not include information which is (i) already known by the Receiving Party without an obligation of confidentiality, (ii) publicly known or becomes publicly known through no unauthorized act of the Receiving Party, (iii) rightfully received from a third party without a confidentiality obligation, or (iv) independently developed by the Receiving Party without access to the Disclosing Party’s Confidential Information.
4.2 Confidentiality Obligations.
Each party will use the Confidential Information of the other party only as necessary to perform its obligations under this Agreement, will not disclose the Confidential Information to any third party, and will protect the confidentiality of the Disclosing Party’s Confidential Information with the same standard of care as the Receiving Party uses to protect its own, but no less than reasonable care.
4.3 Exclusions.
A Receiving Party may disclose the Disclosing Party’s Confidential Information if required by law, regulation, or court order, provided that it gives prior written notice (where legally permitted) and cooperates with the Disclosing Party to seek protective measures.
Data Protection
5.1 Customer Data.
Customer grants Company a limited license during the Term to use Customer Data to provide the Service and gather Usage Data. Company may use Usage Data in aggregated and anonymized form to improve the Service.
5.2 Security & Data Processing.
Company maintains physical, technical, and administrative safeguards (“Security Measures”) described at https://seezo.trust.site to protect Customer Data. Company processes Customer Data only in accordance with this Agreement and any applicable Data Processing Addendum.
Ownership
6.1 Company Property.
Company owns and retains all right, title, and interest in and to the Service, Beta Features, and Usage Data. Except for the limited license granted to Customer in Section 2.1, no rights are transferred.
6.2 Feedback.
Customer may provide comments, suggestions, or recommendations regarding the Service (“Feedback”). Company may freely use and exploit Feedback without obligation to Customer.
6.3 Customer Property.
As between the parties, Customer owns and retains all right, title, and interest in and to the Customer Data and Output. Company does not acquire rights to such data except for the limited licenses set forth herein.
Representations and Warranties
Each party represents that it has validly entered into this Agreement and has the legal authority to do so. Except as expressly provided, the Service and Beta Features are provided “as is.” Company disclaims all other warranties, including merchantability, fitness for a particular purpose, and non-infringement.
Indemnification
Customer will indemnify, defend, and hold harmless Company and its Affiliates from and against any claim, action, or demand made by a third party arising from (i) Customer’s or a User’s Prohibited Use of the Service, or (ii) any grossly negligent acts or omissions of its Users.
Limitations of Liability
Neither party will be liable for indirect, incidental, special, or consequential damages. Except with respect to indemnification obligations or liabilities that cannot be limited by law, the aggregate liability of either party will not exceed $500.
Miscellaneous
This Agreement is the entire agreement between Customer and Company and supersedes all prior agreements concerning the subject matter. The parties are independent contractors. This Agreement is governed by the laws of California without reference to conflicts of law rules, and the exclusive venue for disputes is the courts of San Francisco County, California. Neither party may assign this Agreement without written consent, except in connection with an acquisition or sale of substantially all assets. If any provision is found unenforceable, the remainder will continue in effect.
