Last Updated: 09/04/2025
Customer must agree to the terms and conditions herein by executing an Order Form before accessing or using the Services. The person entering into this Agreement represents that they have the authority to bind Customer to its terms and conditions.
This Subscription Services Agreement ("Agreement") is entered into by and between SeemaS, Inc., a Delaware corporation (collectively "SeemaS") and the organization ("Customer") indicated on the order form or similar ordering document ("Order Form") between the parties that references this Agreement and that pertains to the provision of an online financial platform by SeemaS to Customer, as described on the Order Form (the "Services"). The effective date of this Agreement is earliest date of the Order Form that references this Agreement, the date Customer first accesses or uses the Services, or the date of the last signature to this Agreement ("Effective Date").
Each mutually agreed-upon Order Form will set forth the Services to be provided by SeemaS to Customer. Each Order Form (i) may include additional terms and conditions specific to certain Services, and (ii) constitutes Customer's binding commitment to purchase the items described on such Order Form. Each Order Form is incorporated into this Agreement by reference.
Customer may permit its contractors and employees ("Users") to access and use the Services in accordance with and subject to any restrictions set forth in this Agreement. Customer is responsible for all access and use by all Users.
SeemaS will exercise commercially reasonable efforts to provide support for the use of the Services to Customer and keep the Services operational and available to Customer.
SeemaS will implement and maintain technical and organizational measures designed to protect the content, data and information that Customer uploads into the Services ("Customer Content") in the possession or under the control of SeemaS against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access thereto (the "Security Measures"). SeemaS may update the Security Measures from time to time, so long as the updated measures do not materially decrease the overall protection of Customer Content in the possession or under the control of SeemaS.
Where the parties have agreed to SeemaS's provision of professional services, the details of such professional services will be set out in an Order Form or a mutually executed statement of work ("SOW"). The provisions of the Order Form or the SOW, as applicable, will include: (a) a description of the professional services; (b) the schedule for the performance of the professional services; and (c) the Fees applicable for the performance of the professional services. Each Order Form or SOW, as applicable, will incorporate the terms and conditions of this Agreement. To the extent that a conflict arises between the terms and conditions of an Order Form or SOW and the terms of this Agreement, the terms and conditions of this Agreement will govern, except to the extent that the Order Form or SOW, as applicable, expressly states that it supersedes specific language in the Agreement.
Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as "Confidential Information" of the Disclosing Party). Confidential Information of SeemaS includes non-public information regarding features, functionality and performance of the Services. The Receiving Party agrees: (a) to take reasonable precautions to protect such Confidential Information, and (b) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (i) is or becomes generally available to the public; (ii) was in its possession or known by it prior to receipt from the Disclosing Party; (iii) was rightfully disclosed to it without restriction by a third party; or (iv) was independently developed without use of any Confidential Information of the Disclosing Party. The Receiving Party may make disclosures required by law or court order provided, to the extent legally permissible, the Receiving Party uses diligent reasonable efforts to notify the Disclosing Party of such requirement and works with the Disclosing Party in good faith to prevent or limit disclosure.
Subject to the terms of this Agreement, SeemaS hereby grants to Customer a limited, revocable, worldwide, non-exclusive, non-transferable, non-sublicensable right to permit its Users to access and use the Services solely for Customer's own internal business purposes. Customer is responsible for ensuring that each User's access credentials are kept confidential. Customer will ensure that no User shares its credentials or permits another individual to circumvent the privileges restrictions pertaining to the Services.
Customer will not, directly or indirectly,: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services; (ii) modify, translate, or create derivative works based on the Services; (iii) use the Services for the benefit of a third party; (iv) use the Services in violation of applicable law; (e) attempt to bypass or breach any security measures used in the Services; or (v) access or use the Services to develop, promote, distribute or support any product or service that is competitive with the Services.
Customer shall own all right, title and interest in and to the Customer Confidential Information, the Customer Content, and all intellectual property rights contained in the foregoing. SeemaS shall own and retain all right, title and interest in and to the SeemaS Confidential Information, the Services (including all components thereof), all improvements, enhancements or modifications thereto, and all intellectual property rights contained in the foregoing. All rights in and to the Services not expressly granted to Customer in this Agreement are reserved by SeemaS.
SeemaS shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies. SeemaS may (i) use such information and data to improve and enhance the Services and for other development, diagnostic, and corrective purposes in connection with the Services and other SeemaS offerings; and (ii) disclose such data solely in an aggregate or other de-identified form in connection with its business.
Customer hereby grants to SeemaS a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations, or other feedback provided by Customer and its Users, relating to the Services. SeemaS will not identify Customer as the source of any such feedback.
a. Customer will pay SeemaS the applicable fees described in each Order Form in accordance with such Order Form and this Agreement (the "Fees"). If Customer believes that SeemaS has billed Customer incorrectly, Customer must contact SeemaS no later than fifteen (15) days after the date of the relevant invoice.
b. Customer will pay all invoices within thirty (30) days of the date of each invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Services. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on SeemaS's net income.
a. This Agreement will begin on the Effective Date and continue in full force and effect as long as any Order Form or SOW remains in effect, unless earlier terminated in accordance with this Agreement (the "Term"). Unless otherwise stated in the applicable Order Form, (i) the term of an Order Form will begin on the effective date of the Order Form and continue in full force and effect for one (1) year, unless earlier terminated in accordance with this Agreement; and (ii) the Order Form will automatically renew for additional terms of one (1) year unless either party gives written notice of non-renewal to the other party at least sixty (60) days prior to the expiration of the then-current term.
b. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days' notice (or five (5) days in the case of nonpayment), if the other party materially breaches any of the terms of this Agreement and does not cure such breach within such thirty (30) day period. Customer will pay in full for the Services up to and including the last day on which the Services are provided.
c. Upon expiration or termination of this Agreement for any reason: (i) all rights to the Services granted hereunder will immediately terminate; (ii) promptly after the effective date of termination or expiration, each party will comply with the obligations to return all Confidential Information of the other party, as set forth in Section 9 (Confidentiality); and (c) any amounts owed to SeemaS under this Agreement will become immediately due and payable.
d. For thirty (30) days after the end of the Term, SeemaS will make Customer Content available to Customer through the Services on a limited basis solely for purposes of Customer retrieving Customer Content, unless SeemaS is instructed by Customer to delete such data before that period expires. After such period, SeemaS will discontinue all use of Customer Content and destroy all copies of Customer Content in the Services.
e. Upon termination of this Agreement for any reason, all provisions of this Agreement that by their nature should survive termination will so survive.
a. Mutual Warranty. Each party represents and warrants that (i) it will comply with all applicable laws in its performance of obligations and exercise of rights under this Agreement; and (ii) it has the power, authority and legal right to sign and perform this Agreement.
b. SeemaS Warranty. SeemaS warrants that it will provide the Services and perform its other obligations under this Agreement in a professional and workmanlike manner substantially consistent with general industry standards. Provided that Customer notifies SeemaS in writing of a breach within thirty (30) days following performance of the defective Services, specifying the breach in detail, SeemaS will, as its sole liability and Customer's sole remedy, diligently remedy any deficiencies that cause the Services to not conform to the foregoing warranty. SeemaS will not be liable to the extent that any breach of the foregoing warranty is caused by (i) third-party components (including in combination with the Services) not provided by SeemaS; or (ii) unauthorized use or use of the Services other than as intended. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by SeemaS or by third-party providers, or because of other causes beyond SeemaS's reasonable control. SeemaS shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
c. Customer Warranty. Customer represents and warrants that Customer Content will not (i) infringe any copyright, trademark, or patent; (ii) misappropriate any trade secret; (iii) contain any viruses, worms or other malicious computer programming codes intended to damage SeemaS's system or data; and (iv) otherwise violate the rights of a third party. Customer is solely responsible for creating backup copies of any Customer Content at Customer's sole cost and expense. If Customer processes the personal data of any third party in Customer's use of the Services, Customer represents and warrants that prior to providing any Customer Content to SeemaS it has provided all necessary privacy notices and obtained all necessary consents in connection with the foregoing.
d. Disclaimer. SEEMAS IS NOT RESPONSIBLE FOR RESULTS OBTAINED FROM THE USE OF THE SERVICES OR FOR CONCLUSIONS DRAWN FROM SUCH USE. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND SEEMAS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
a. By SeemaS. SeemaS will defend at its expense any suit brought against Customer, and will pay any settlement SeemaS makes or approves or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party alleging that the Services infringes such third party's patents, copyrights or trade secret rights under applicable laws of any jurisdiction within the United States of America. If any portion of the Services becomes, or in SeemaS's opinion is likely to become, the subject of a claim of infringement, SeemaS may, at SeemaS's option: (i) procure for Customer the right to continue using the Services; (ii) replace the Services with non-infringing software or services which do not materially impair the functionality of the Services; (iii) modify the Services so that it becomes non-infringing; or (iv) terminate this Agreement and refund any unused prepaid Fees for the remainder of the term then in effect, and upon such termination, Customer will immediately cease all use of the Services. Notwithstanding the foregoing, SeemaS will have no obligation under this section or otherwise with respect to any infringement claim based upon (1) any use of the Services not in accordance with this Agreement or as specified in the product documentation; (2) any use of the Services in combination with other products, equipment, software or data not supplied by SeemaS; (3) any modification of the Services by any person other than SeemaS or its authorized agents; or (4) any Customer Content.
b. By Customer. Customer will defend at its expense any suit brought against SeemaS, and will pay any settlement Customer makes or approves or any damages finally awarded in such suit, insofar as such suit is based on a claim arising from or related to (i) Customer's use of the Services in violation of any applicable laws, the rights of a third party, or the Agreement; or (ii) arising from or related to Customer Content or its use with the Services.
c. Procedure. The indemnifying party's obligations as set forth above are expressly conditioned upon each of the foregoing: (i) the indemnified party will promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (ii) the indemnifying party will have sole control of the defense or settlement of any claim or suit; and (iii) the indemnified party will cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.
a. Types of Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SEEMAS BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF SEEMAS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
b. Amount of Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE MAXIMUM LIABILITY OF SEEMAS ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO SEEMAS DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. IN NO EVENT WILL SEEMAS'S SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
c. Basis of the Bargain. THE PARTIES AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 8 (LIMITATION OF LIABILITY) WILL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF CONSIDERATION OR OF AN EXCLUSIVE REMEDY. THE PARTIES ACKNOWLEDGE THAT THE PRICES HAVE BEEN SET AND THE AGREEMENT ENTERED INTO IN RELIANCE UPON THESE LIMITATIONS OF LIABILITY AND THAT ALL SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
a. Force Majeure. Each party will be excused from any delay or failure in performance hereunder caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to acts of God, earthquake, labor disputes and strikes, riots, war, and governmental requirements. The obligations and rights of the party so excused will be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay.
b. Export Controls. Customer agrees not to export, reexport, or transfer, directly or indirectly, any technical data acquired from SeemaS, or any products (including the Services) utilizing such data, in violation of export laws or regulations.
c. Compliance with Laws. Customer will comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its access and use of the Services.
d. Independent Contractors. The parties are independent contractors with respect to each other, and nothing in this Agreement shall be construed as creating an employer-employee relationship, a partnership or a joint venture between the parties.
e. Assignment. The terms of this Agreement shall be binding on the parties and all successors to the foregoing. Except as otherwise set forth herein, neither party will assign, transfer or delegate its rights or obligations under this Agreement (in whole or in part) without the other party's prior written consent, except SeemaS may assign this Agreement pursuant to a transfer of all or substantially all of its business and assets, whether by merger, sale of assets, sale of stock, or otherwise. Any attempted assignment, transfer or delegation in violation of the foregoing shall be null and void.
f. Modifications. All modifications to any terms of this Agreement must be in a writing that is signed by the parties hereto and expressly references this Agreement.
g. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws rules. The exclusive venue and jurisdiction for any and all disputes, claims and controversies arising from or relating to this Agreement shall be the state or federal courts located in New Castle County, Delaware. Each party waives any objection (on the grounds of lack of jurisdiction, forum non conveniens or otherwise) to the exercise of such jurisdiction over it by any such courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
h. Severability. If any provision of this Agreement conflicts with governing law or if any provision is held to be null, void, or otherwise ineffective or invalid by a court of competent jurisdiction, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law.
i. Waiver. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
j. Entire Agreement. This Agreement includes any Order Forms agreed to by the parties in writing and all expressly referenced documents. In the event of a conflict between the Order Form, and this Agreement, the parties agree that solely to the extent of any such conflict, the order of precedence will be the Order Form, followed by this Agreement. Collectively the foregoing constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or communications, including, without limitation, any quotations or proposals or other documents submitted by the parties. The terms on any purchase order or similar document submitted by Customer will have no effect and are hereby rejected.
k. Notices. All notices, consents and approvals under this Agreement must be delivered in writing by courier or by certified or registered mail, (postage prepaid and return receipt requested) to the other party at the address set forth in the applicable Order Form.