Privacy Policy

GENERAL TERMS AND CONDITIONS OF SEAARCTOS HOLDINGS, LLC

Terms and Conditions. These Terms and Conditions (this “Agreement”) governs the sale of products by SeaARCTOS Holdings, LLC, a Delaware limited liability company (“SeaARCTOS” or “Licensor”), and the Customer (“Customer”). SeaARCTOS and Customer are sometimes referred to herein as a “Party” or collectively as “Parties.” This Agreement shall apply to all agreements between Licensor and Customer of the products (the “Products”). In the event of a conflict between these Terms and Conditions and any duly executed agreement between the Parties, whether a Distribution Contract, Master Agreement, or other formally executed agreements, (the “Customer Contract(s)”), the terms of the duly executed agreement shall prevail. Any term not defined herein shall have the meaning ascribed to it in the applicable duly executed agreement.

Grant of License and Restrictions. Licensor hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable, limited right and license, during the Term, as specified in the Customer Contract, to use the Device, the Server Programs, and Customer Programs as made available by Licensor solely pursuant to an attached Schedule within the Customer Contracts. Customer may only use the Device and Server Programs with the valid user credentials granted by Licensor. No other rights or licenses are granted.

Customer shall not, without prior written consent from Licensor: (a) copy, decompile, disassemble, reverse engineer, modify, translate, or create derivative works based on the Device, Licensed Software, or the Service; (b) distribute, disclose, market, rent, lease, sublicense, or transfer any rights in the Device, Licensed Software, or the Service; (c) remove or alter copyright, trademark, or other proprietary notices; (d) conduct performance testing, benchmarks, or comparisons with third-party software; or (e) use the Device or Service for purposes beyond the agreed scope.

Services and Support. Licensor shall host and maintain the Server Programs and the Service. Licensor shall provide system security, data backup, and general service availability. However, Customer acknowledges that third-party hosting providers may be used, and Licensor is not liable for service interruptions beyond its control.

Licensor will provide Updates as they are made available to similarly situated customers. Customer acknowledges that third-party vendors may supply components of the Licensed Software and may be responsible for certain updates.

Fees and Payment Terms. Customer shall pay the fees specified in the applicable attached Schedules within the Customer Contracts. Fees are non-refundable unless otherwise stated. Licensor may suspend service for non-payment. Late payments may be subject to interest at a rate of 1% per month or the highest rate allowed by law.

Proprietary Rights and Confidentiality. Licensor retains all Intellectual Property Rights, including patents, copyrights, trademarks, trade secrets, and proprietary information, in and to the Device, Licensed Software, and Service. Customer shall not take any action to infringe, misappropriate, or limit Licensor’s rights.

Customer grants Licensor a non-exclusive, worldwide, royalty-free license to use de-identified or aggregated Customer Data for product improvement, marketing, analysis, and other business purposes.

Confidential Information includes all non-public information marked as confidential or reasonably understood to be confidential. Both parties agree to maintain confidentiality and restrict disclosure to employees or agents on a need-to-know basis. The obligation of confidentiality survives termination of this Agreement.

Ownership of Intellectual Property Rights.

1. Intellectual Property Ownership. Each Party acknowledges that all Intellectual Property Rights, including any registrations thereof, shall remain the sole and exclusive property of the respective Party that owns them. Nothing in this Agreement shall be construed as transferring ownership of either Party’s Intellectual Property Rights to the other Party.
2. Use of Intellectual Property
   1. Except as expressly set forth in the Customer Contracts neither Party shall use the other Party’s Intellectual Property Rights, including trademarks, trade names, copyrights, patents, or proprietary content, without the prior written consent of the owning Party.
   2. Customer acknowledges and agrees that Licensor’s rights to use Customer Materials and Customer Marks do not constitute an assignment or transfer of ownership in any Intellectual Property Rights. Customer further represents and warrants that it has all necessary rights to grant the licenses.
3. Restrictions on Intellectual Property Use. Neither Party shall:
   1. attack, assert any interest in, or infringe upon the Intellectual Property Rights of the other Party;
   2. file applications to obtain registrations of the other Party’s Intellectual Property Rights or any confusingly similar marks; or
   3. take any action that would impair, dilute, or misappropriate the Intellectual Property Rights of the other Party;
   4. All rights and proprietary interests in each Party’s Intellectual Property Rights are reserved for such Party’s sole use and benefit, except as otherwise expressly permitted in this Agreement.

Representations and Warranties. Licensor warrants that the Device, Licensed Software, and Service shall perform as required under the applicable attached Schedules within the Customer Contracts. However, Licensor does not warrant uninterrupted or error-free operation. Licensor disclaims all implied warranties, including merchantability and fitness for a particular purpose. Customer assumes all risks associated with its use of the Device and Licensed Software.

Limitation of Liability. Neither Party shall be liable for indirect, incidental, special, consequential, or punitive damages. Licensor’s maximum liability for any claim shall not exceed the total amount paid by Customer under the Agreement during the six (6) months preceding the claim.

Indemnification. Each Party shall indemnify, defend, and hold harmless the other Party from any claims, losses, damages, or expenses arising from their respective breach of the Agreement or negligence.

Term and Termination. The term and termination of this Agreement shall be as specified in the applicable schedules attached to the Customer Contracts. Unless otherwise stated in the relevant schedule, the Agreement shall remain in effect as outlined therein.

Licensor reserves the right to terminate this Agreement if the Customer (a) breaches any material obligation and fails to cure such breach within the period specified in the applicable schedule, or (b) becomes insolvent or subject to bankruptcy proceedings. Upon termination, all rights granted to the Customer shall immediately cease, and the Customer must return any applicable devices and discontinue use of the Licensed Software and Services in accordance with the termination provisions set forth in the applicable schedules.

Governing Law, Dispute Resolution, and Governing Language. This Agreement shall be governed by and construed in accordance with the laws of Delaware. The Parties agree that neither the United Nations Convention on Contracts for the International Sale of Goods nor the 1974 Convention on the Limitation Period in the International Sale of Goods will apply to this Agreement. Any disputes arising under or in connection with this Agreement shall be resolved through binding arbitration in New York, in accordance with the rules of the International Centre for Dispute Resolution (ICDR). Each Party shall bear its own legal costs. The original English version of this Agreement shall govern and control any translation of the Agreement into any other language.

Force Majeure. Neither Party shall be liable for failure to perform obligations due to Force Majeure events, including but not limited to natural disasters, war, embargoes, pandemics, or government restrictions. If such an event prevents performance for sixty (60) days or more, either Party may terminate the Agreement without further liability.

Miscellaneous.

1. All provisions intended to survive termination shall remain in effect.
2. Failure to enforce any provision shall not constitute a waiver of rights.
3. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements.
4. Customer may not assign rights or obligations under this Agreement without Licensor’s prior written consent.
5. Public announcements regarding this Agreement require prior written approval.
6. In the event any provision is deemed invalid, the remaining provisions shall continue in effect.