Terms of Service

Terms Of Service

INTRODUCTION

Terms. These terms of service are intended to explain our obligations as a service provider, and your obligations as a paying customer. Please read them carefully. They form the basis of the provision of the Services to You and are are ‘Software-as-a-Service (SaaS) Agreement’ between Seeda and You. You expressly agree, as does Seeda, that these Terms are legally binding. These Terms are binding on any use of the Website, Application and Services and apply to You from the time that Seeda provides You with access to the Services. The Services may evolve over time. These Terms will govern Your initial purchase as well as any future purchases, upgrades, or changes to your subscription made by You.

Authority. By registering to use the Services You acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person or legal entity for whom You are using the Services. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Services. If You do not agree to this You must not use the Services.

Non-Paying Users. Please note if You are on a free trial, or otherwise not paying for the Services, then the only parts of these terms of service that apply to You as a User are as set out in clause 14 of these Terms.

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DEFINITIONS

“Application” means the software and SaaS operated by Seeda and accessible by You to access the Services.
“Confidential Information” includes all information exchanged between the Seeda and You, whether in writing, electronically or orally, including the Services but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party to these Terms.
“Data” means any data inputted or uploaded by You or with Your authority into the Website or Application.
“Intellectual Property Right” means any patent, trade mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
“Services” means the cloud based analytical software that provides businesses with insights, recommendations and condensed data and information made available (as may be changed or updated from time to time by Seeda) via the Website and/or Application.
“Seeda” means the company which grants You the right to use the Service and to which you pay the Subscription Fee and is based on your primary income tax jurisdiction as follows:

Seeda.io Pty Ltd (an Australian company) for Australia;
all current and future global subsidiaries of Seeda.io Pty Ltd and all associated officers, directors, employees, and shareholders thereof.

“Subscriber” means the person who registers to use the Services, and, where the context permits, includes any entity on whose behalf that person registers to use the Services.
“Subscription Fee” means the fee (excluding any taxes and duties) payable by You for each Subscription License in accordance with the fee schedule set out on the Website or Application (which Seeda may change from time to time on notice to You).
“Subscription License” means a license required by each User to access the Services.
“Subscription Period” means the period of time wherein the Subscription Licenses are in effect.
“Terms” means these terms of service.
“User” means any person or entity, including the Subscriber, that uses the Services with the authorisation of the Subscriber from time to time.
“Website” means the Internet sites at the domain, or subdomains, at seeda.io or any other website operated by Seeda.
“You” means the Subscriber, and where the context permits, a User. “Your” has a corresponding meaning.

CHANGES TO TERMS OR SERVICES

Changes. It is likely these Terms will change over time and that the Services will evolve overtime based on technology advancements, user feedback and our enhancements. Seeda reserves the right to change these Terms at any time, effective upon the posting of modified terms the communication of these changes to You via email or notification via the Website or Application. It is Your obligation to ensure that You have read, understood and agree to the most recent terms available on the Website or Application.

Non-Acceptance. If You object to any changes, You may terminate the Subscription Period and receive as its sole remedy a refund of any Subscription Fees pre-paid for use of the Services for the terminated portion of the Subscription Period.

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USE OF THE SERVICES

Subscriber. To access or use the Services, You must become a Subscriber by registering for an account and providing a full legal name, a valid email address, and any other information required to complete the registration process.

SaaS Licence. Seeda grants You the right to access and use the Services via the Website or Application with the particular services and user roles available to You according to Your subscription type. This right is non-exclusive, non-transferable, and limited revocable licence subject to these Terms.

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Subscriber Use. You acknowledge and agree that, subject to any applicable laws:

the Subscriber determines who is a User and what level of user role access to the relevant organisation and Service that User has;
the Subscriber is responsible for all Users’ use of the Service;
the Subscriber controls each User’s level of access to the relevant organisation and the Services at all times and can revoke or change a User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be a User or shall have that different level of access, as the case may be;
if there is any dispute between a Subscriber and a User regarding access to any organisation or the Services, the Subscriber shall decide what access or level of access to the relevant Data or the Services that User shall have, if any.

Usage Limitations. Depending on which instance of the Services You are accessing Your use of the Services may be subject to limitations, including but not limited to monthly transaction volumes, data storage, feature sets.

PAYMENT TERMS

Payment obligations. Unless you are accessing a free trial then you will be billed for all Subscription Licenses at the beginning of each Subscription Period. Subscription Periods will automatically renew until these Terms are terminated in accordance with clause 10. Any Subscription Licenses added during a Subscription Period will be billed when added at a pro-rata rate for the remainder of the Subscription Period. You can reassign Users between available Subscription Licenses within a Subscription Period. It is Your responsibility to remove unwanted Subscription Licenses prior to the renewal of each Subscription Period. No credit will be provided for inactive, unassigned, or unused Subscription Licenses.

Payment Terms. Seeda invoices will be available to You by email or download from the Website or through the Application. You must pay or arrange payment of all amounts specified in any invoice by the due date on the invoice. If you have setup automatic billing arrangements with Seeda, then Seeda will deduct the payment automatically under the terms of those arrangements.

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Taxes. You are responsible for payment of all taxes and duties in addition to the Subscription Fee. Depending on Your jurisdiction and circumstances You may be required to pay taxes, mandated surcharges, use, excise, value-added, or other similar taxes, levies or duties due on the transactions. Seeda will include these on Your invoice as applicable.

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Failure to Pay. If payment of any invoice for Subscription Fees due is not made in full by the relevant due date, Seeda may suspend or terminate Your use of the Services or Your rights of access to all or any Data.

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Contact Details. You are responsible for maintaining your billing contact details in the subscription settings of the Services. Seeda will not be penalised or held responsible for sending communications to contacts details that are not correctly maintained by You.

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YOUR OBLIGATIONS

General obligations. You must only use the Services, Application and Website for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by Seeda or terms and conditions placed on the Application or Website. You may not use the Services to gain competitive or proprietary information about Seeda or the Services.

Access conditions. You must ensure that all usernames and passwords required to access the Services are kept secure and confidential. You must immediately notify Seeda of any unauthorised use of Your passwords or any other breach of security and You must take all other actions that Seeda reasonably deems necessary to maintain or enhance the security of Seeda’s systems and networks and Your access to the Services. In particular, as a condition of these Terms, when accessing and using the Services, You must:

not attempt to undermine the security or integrity of Seeda’s systems or networks or, where the Services are hosted by a third party, that third party’s systems and networks;
not use, or misuse, the Services in any way which may impair the functionality of the Services, Application or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services, Application or Website;
not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
not transmit, or input into the Website or Application, any files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use);
not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Application or Website except as is strictly necessary to use either of them for normal operation.

Data Obligations. You are responsible to ensure that You comply with all relevant data, information and privacy laws that regulate the Data and other information that You deliver, feed to or place on the Services, Website or Application.

Communication Conditions. As a condition of these Terms, if You use any communication tools available through the Application or Website (such as email, chat, notes, text messages, forums), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial email, files that may damage any other person’s computing devices or software, content that may be offensive, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use). When You make any communication on the Website or Application, You represent that You are permitted to make such communication. Seeda is under no obligation to ensure that the communications on the Website or Application are legitimate or that they are related only to the use of the Services. As with any other web-based or cloud-based service, You must exercise caution when using the communication tools available on the Website and Application. Additionally, Seeda reserves the right to remove any communication at any time acting reasonably but in its sole discretion.

Indemnity. You agree to indemnify and hold harmless Seeda against any damages, losses, liabilities, settlements and expenses (including without limitation costs and legal fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Your use of Services.

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CONFIDENTIALITY AND PRIVACY

Confidentiality. Unless the relevant party has the prior written consent of the other, or unless required to do so by law, each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.

Exclusions to Confidentiality. The provisions of the confidentiality clauses above shall not apply to any information which:

is or becomes public knowledge other than by a breach of this clause;
is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
is independently developed without access to the Confidential Information.

Survival of Clause. Each party’s obligations under this clause will survive termination of these Terms.

Privacy. Seeda takes its obligations relating to the use and handling of personal data seriously and adheres to its compliant Privacy Policy as displayed on the Website and in the Application. The Privacy Policy forms part of these Terms and You will be taken to have read, understood and accepted the Privacy Policy at the same time as Your acceptance of these Terms.

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INTELLECTUAL PROPERTY

General. Title to, and all Intellectual Property Rights in the Services, the Application and the Website and any documentation relating to the Services remain the property of Seeda (or its licensors).

Ownership of Data. Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the Subscription Fee when due. You grant Seeda a license to use, copy, transmit, store, and backup Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You. Seeda has the right to collect and analyse Data and other information relating to the provision, use and performance of various aspects of the Services and development of related systems and technologies.

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Backup of Data Seeda adheres to its best practice policies and procedures to prevent data loss, including a frequent system data backup regime, but does not make any guarantees that there will be no loss of Data. Seeda expressly excludes liability for any loss of Data no matter how caused. You can request a backup of your Data at any time provided you have paid all Subscription Fees at the time of the request. Backups will be provided in a common export format determined by Seeda. Additional costs may apply depending on the frequency, size, and delivery requirements of the backups.

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Third-party applications and your Data. If You enable third-party applications for use in conjunction with the Services, You acknowledge that Seeda may allow the providers of those third-party applications to access Your Data as required for the inter-operation of such third-party applications with the Services. Seeda shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.

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Ownership and Protection of Proprietary Rights. You acknowledge that the Intellectual Proprietary Rights in the Software/SaaS/Application belong exclusively to Seeda and that You will not dispute such ownership. In the event that Seeda provides new features or services based on requests or suggestions made by You, You acknowledge that any such new features or services belong exclusively to Seeda, and that You will not be compensated for the request or suggestion.

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WARRANTIES AND ACKNOWLEDGMENTS

Warranties. You represent and warrant that:

It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used;
You are authorised to use the Services and that You are authorised to access the processed information and Data that is made available to You through Your use of the Services (whether that information and Data is Your own or that of anyone else); and
You remain solely responsible for complying with all applicable accounting, tax and other laws. It is Your responsibility to check that storage of and access to your Data via the Application or Website will comply with laws applicable to You (including any laws requiring you to retain records).

Acknowledgement. You acknowledge that:

Among other things, the operation and availability of the systems used for accessing the Services can be unpredictable and may from time to time interfere with or prevent access to the Services. Seeda is not in any way responsible for any such interference or prevention of Your access or use of the Services;
Use of the Services does not constitute the receipt of accounting, legal, financial, tax, payroll or any other professional advice from Seeda;
Any configurations of the Services supplied by Seeda are for Your convenience only, and it is solely up to You to determine if they are suitable for the purposes for which they are used; and
Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Seeda or by third-party providers, or because of other causes beyond Seeda’s reasonable control. In such instances Seeda will use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

No Warranties. Seeda gives no warranty about the Services. Without limiting the foregoing, Seeda does not warrant that the Services will meet Your requirements or that it will be suitable for any particular purpose, the results that may be obtained from use of the Services, or that the Services will be uninterrupted or error free. The Services are provided “as is”. All implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement. Seeda makes all reasonable efforts to ensure its Services will be delivered in a professional and workmanlike manner.

LIMITATION OF LIABILITY

To the maximum extent permitted by law, Seeda excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Services, Application or Website. If You suffer loss or damage as a result of Seeda’s negligence or failure to comply with these Terms, any claim by You against Seeda arising from Seeda’s negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Subscription Fees paid by You in the previous 12 months. If You are not satisfied with the Services, Your sole and exclusive remedy is to terminate these Terms in accordance with clause 11.

TERMINATION

Prepaid Subscriptions. Seeda will not provide any refund for any remaining prepaid period for a prepaid Subscription Fee subscription.

No-fault Termination. These Terms will continue for the period covered by the Subscription Fee paid or payable. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Subscription Fee when due, unless either party terminates these Terms. If terminated by Seeda, then Seeda will give you at least 30 days’ notice via email before the end of the relevant payment period. If You choose to terminate, then You need to do this within the subscription settings area of the Services on the Website or Application. Seeda will not accept termination notices via any other means. If You terminate these Terms You are liable to pay all relevant Subscription Fees on a pro-rata basis for each day of the then current period up to and including the day of termination of these Terms.

Breach. If You breach any of these Terms (including, without limitation, by non-payment of any Subscription Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied, or if such breach of the Terms is not capable of being remedied, then Seeda may take any or all of the following actions, at its sole discretion:

terminate these Terms and Your use of the Services, Application and Website;
suspend for any definite or indefinite period of time, Your use of the Services, Application and Website;
suspend or terminate access to all or any Data; or
take all or any combination of the actions above.

Accrued Rights. Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of these Terms, You will remain liable for any accrued charges and amounts which become due for payment before or after termination and also immediately cease to use the Services, the Application and Website.

Deletion of Data. Seeda is entitled to delete all copies of your Data after 30 days following termination of these Terms. You are entitled to receive a backup of your Data provided the request is made within 20 days following termination of these Terms and you have paid all Subscription Fees through to the termination date of these Terms.

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Expiry or Termination. Clauses 5, 7, 8, 9, 10, 11, 13 and 14 survive the expiry or termination of these Terms.

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TECHNICAL SUPPORT AND HOSTING

Support. Help Desk limited support will be provided by Seeda to paying Users of the Services subject to the following conditions:

all Subscription Fees due under these Terms are fully paid at the time of the support request; and
the person making the request has a valid login; and
the support request is not covered in the user guide, Application, Website, knowledge base or other available information about the Services; and
the support request would not be expected to be known by a fully trained end user of the Services; and
the nature of the support request is minor and can reasonably be expected to be answered by the Help Desk without a significant investment in time, effort, or expense; and
the support request is related solely to the Services as delivered from the hosting location, and not related to ancillary hardware, software or systems such as computers or networks used by You to access the Services. The limited support provided under these Terms is not intended to be a replacement for end-user training, system configuration, or consulting. If, in the sole opinion of Seeda, the support request does not meet the criteria for limited support under these Terms then Seeds may decline to respond to the support request and may suggest alternative means of satisfying the support request such as via professional services for additional training or consulting, or by entering into a more comprehensive support agreement that better meets Your requirements. Details on how to contact the Help Desk can be found on the Website and Application.

Hosting. Seeda hosts the Services on Amazon Web Services (AWS) global regions determined by your data sovereignty requirements.

Data Sovereignty. You can elect to have your Data hosted in any AWS region supported by Seeda. Seeda will keep your Data on servers located within the elected region but Users will be able to connect to the Services from anywhere on the Internet and thus some of your Data may be transmitted outside the elected region in response to User queries.

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FEEDBACK AND DISPUTE RESOLUTION

Feedback. Your feedback is important to Seeda. Seeda seeks to resolve Your concerns quickly and effectively. If You have any feedback or questions about the Services, please contact us at support@seeda.io.

Dispute. If there is a dispute between You and Seeda in relation to these Terms, you and Seeda agree to the following dispute resolution procedure:

Any attempts made by the Parties to resolve a dispute pursuant to this clause are without prejudice to other rights or entitlements of the Parties under these Terms, by law or in equity
A Party claiming that a dispute, difference or question arising out of these Terms (Dispute) has arisen must notify the other party in writing giving details of the Dispute (Notification).
The Parties will attempt to resolve all Disputes by negotiations between each Party.
If the dispute cannot be resolved within 30 days after Notification, either party may refer the Dispute for non-binding mediation administered by an experienced mediator appointed by the President of the Law Institute of Victoria before having recourse to other legal proceedings.

GENERAL

Entire Agreement. These Terms, together with the Privacy Policy and the terms of any other notices or instructions given to You under these Terms, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and Seeda relating to the Services and the other matters dealt with in these Terms.

Waiver. If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Delays. Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.

No Assignment. You may not assign or transfer any rights to any other person without Seeda’s prior written consent.

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Publicity. Seeda may identify You, by name and by logo, as a customer of the Services on its Website and other marketing materials.

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Governing Law and Jurisdiction. If the information or Data You are accessing using the Services, Application and Website is solely that of a person who is a tax resident in Australia at the time that You accept these terms then Australian law governs these Terms and You submit to the exclusive jurisdiction of the courts of Australia for all disputes arising out of or in connection with these Terms.

If the information or Data You are accessing using the Services, Application and the Website is solely that of a person who is a tax resident in the United States of America at the time that You accept these terms then the State of California law govern these Terms and You submit to the exclusive jurisdiction of the state courts of Santa Clara County, California or federal court for the Northern District of California for all disputes arising out of or in connection with these Terms. If the information or Data You are accessing using the Service and the Website is solely that of a person who is a tax resident in the United Kingdom or European Union at the time that You accept these terms then the laws of England and Wales govern these Terms and You submit to the exclusive jurisdiction of the courts of England and Wales for all disputes arising out of or in connection with these Terms. In all other situations these Terms is governed by the laws of New Zealand and You hereby submit to the exclusive jurisdiction of the courts of New Zealand for all disputes arising out of or in connection with these Terms.

Severability. If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of these Terms will be binding on the parties.

Notices. Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Seeda must be sent to support@seeda.io or to any other email address notified by email to You by Seeda. Notices to You will be sent to the email address which You provided when setting up Your access to the Services unless updated through your subscriber account details with Seeda, in which case it will be to that updated email address.

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FREE TRIAL AND NON-PAYING USERS

Applicability. The following clauses of the preceding Terms apply to free trial and non-paying users – clause 2, 4, 6, 7, 8 (except (c)), 9, 10, 13 and 14.

Additional Terms. The following additional terms apply to free trial and non-paying users and if any conflict or doubt arises these additional terms will prevail:

Free trial access to Services is permitted solely for You to determine whether to purchase a paid subscription to the Services;
Trial Subscriptions may not include all functionality and features accessible as part of a paid subscription;
Seeda may terminate your use of the Services at any time and for any reason.
You agree that your Data has no commercial value and that Seeda may delete your Data upon termination of the Services; and
Seeda has no warranty, indemnity, support, or other obligations with respect to trial subscriptions, although Seeda may elect to provide your with technical support at its sole discretion.

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