Effective Date: December 1, 2024
These Terms of Use (the “Website Terms”) govern your use of any website owned or operated by See All AI Inc., a Delawarecorporation (“Company,” “we” or “us”), that links tothese Website Terms[DUS1] , including the website currently located at www.seeall.ai (together with all features, functionality, tools available on or through the same, as set forth herein, the “Website”).
YOUR ACCESS TO AND USE OF THE WEBSITE IS CONDITIONED ON YOUR ACCEPTANCE OF AND COMPLIANCE WITH THE WEBSITE TERMS. If you are accepting or agreeing to the Website Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to act on behalf of and bind that entity to the Website Terms.
1. ARBITRATION NOTICE
YOU AGREE THAT DISPUTES BETWEEN YOU AND US CONCERNING YOUR ACCESS TO AND USE OF THE WEBSITE WILL BE RESOLVED PURSUANT TO THE DISPUTE RESOLUTION PROCESS OUTLINED IN SECTION 7 BELOW, WHICH MAY INCLUDE INDIVIDUAL BINDINGARBITRATION. YOU ALSO AGREE TO WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. FOR MORE DETAILS ON THIS PROCESS, ANDHOW YOU CAN OPT-OUT OF ARBITRATION, SEE SECTION 7 BELOW.
2. ABOUT THE WEBSITE TERMS
Your access to and use of the Website is governed by the terms andconditions of the Website Terms and any and all other policies and rulesreferenced herein, posted on the Website, or otherwise communicated to Websiteusers. We will process personal information in accordance with our privacypolicy, currently located at www.seeall.ai
Company reserves the right, in its sole discretion, to amend theWebsite Terms, at any time and without prior notice. If we choose to amend theWebsite Terms, we will update the effective date at the top of the WebsiteTerms and post the updated version. By continuing to use the Website after wehave posted an updated version of the Website Terms, you are affirming that youagree to be bound by the amended Website Terms; provided that any changesto the dispute resolution, arbitration, class-action waiver, and jury waiverprovisions in Section 7 of these Website Terms will only be effective if weprovide you with clear and conspicuous notice of such changes, and you continueto use the Website after such notice is provided, signifying your acceptance ofthe updated Website Terms[DUS2] . If you do not agree to any such changes, youmust immediately thereafter cease using the Website.
Your failure to comply with the Website Terms may result in thesuspension or termination of your account and/or access to the Website, and maysubject you to civil and criminal penalties.
3. IMPORTANT INFORMATION ABOUT THE WEBSITE
Subject to your compliance with the WebsiteTerms, Company grants you a limited, revocable, non-exclusive,non-transferable, non-assignable and non-sublicensable right to access and usethe Website for your own personal or internal business use only, and not forresale or third-party distribution. In order to use the Website, you must haveinternet access, otherwise you will not be able to use some or all of theWebsite.
Company reserves the right, in its sole discretion, to modify ordiscontinue offering the Website, or to impose limits on your use of theWebsite, or any features, functionality or tools thereof, in whole or in part, atany time, for any reason or no reason, with or without notice to you.You agree that Company has no obligation to provide any updates or to continueto provide or enable any particular Website features, functionality, tools orcontent and, to the maximum extent permitted by applicable law, will not beliable with respect to any such modifications, discontinuance or deletions. TheWebsite is controlled and operated within the United States and is not intendedfor use outside of the United States.
User Conduct Guidelines
You are not authorized to access or use the Website if you areunder 18; if you are a person barred from receiving services under the laws ofthe United States or other applicable jurisdiction; or for any other purposesthat are not expressly permitted by the Website Terms or which violatesapplicable law.
Further, you may not:
Company reserves the right to investigate and prosecute violationsof any and all reports, complaints and claims, or otherwise suspectedmisconduct or violations of the law to the fullest extent of the law, and tomonitor and/or disable access to or use of the Website by any user.
4. INTELLECTUAL PROPERTY OWNERSHIP
The Website is protected by copyright, trademark, patent and otherlaws of the applicable jurisdiction and throughout the world. You acknowledgeand agree that the Website, and all intellectual property rights therein, arethe exclusive property of Company and its licensors. You will not remove, alteror obscure any copyright, trademark, service mark, patent marking, or otherproprietary rights notices incorporated in or accompanying the Website, and youmay not use the trade names, logos, and other trademarks and service marksassociated with Company without our prior written consent.
You may not use, copy, reproduce, distribute, license, sell,transfer, publish, post, publicly display, publicly perform, transmit,broadcast, adapt, modify, prepare derivative works based upon, or otherwiseexploit any features, functionality or tools of, the Website in any form or byany means, or sublicense the rights granted in the Website Terms.
No licenses or rights are granted to you by implication orotherwise under any intellectual property rights owned or controlled by Companyor its licensors, except for the revocable licenses and rights expresslygranted in the Website Terms. All rights not expressly granted to you by theWebsite Terms are hereby reserved to Company and its licensors.
If you choose to provide feedback, comments, ideas and suggestionsfor improvements, enhancements and modifications to the Website (“Feedback”),you acknowledge and agree that all Feedback you give us (i) will be treated asnon-confidential, and (ii) will be the sole and exclusive property of Company.You hereby irrevocably transfer and assign to Company all of your right, title,and interest in and to, and waive any moral rights you may have in, all suchFeedback.
5. NO ENDORSEMENTS
The Website may provide links to third-party websites, resourcesor services. Links to such websites, resources or services do not imply anyendorsement by Company of such websites, resources or services or the content,products or services available on or through such websites, resources orservices. You acknowledge sole responsibility for and assume all risk arisingfrom your use of any such websites, resources or services or the content,products or services available on or through such websites or services. We arenot responsible or liable for any damage or harm resulting from yourinteractions with such websites or services, or the content, products orservices available on or through such websites or services.
6. DISCLAIMERS, LIMITATION OF LIABILITY & INDEMNIFICATION
THE WEBSITE IS PROVIDED “AS IS”AND “AS AVAILABLE” WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, EXPRESS ORIMPLIED. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, COMPANYEXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, ARISINGOUT OF COURSE OF DEALING OR USAGE OF TRADE, INCLUDING WARRANTIES OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE ORRIGHTFUL CLAIM, WARRANTIES AS TO THE RELIABILITY OR AVAILABILITY OF THE WEBSITE, OR THAT USE OF THEWEBSITE WILL BE UNINTERRUPTED ORERROR FREE, WARRANTIES AS TO THECOMPLETENESS, ACCURACY OR TIMELINESS OF ANY CONTENT.
YOU ACKNOWLEDGE AND AGREE THAT ACCESSING AND USING THE WEBSITE ISDONE AT YOUR OWN DISCRETION AND RISK, AND YOU AND HEREBY RELEASE COMPANY ANDWAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGESCAUSED BY ANY OF THE FOREGOING. WITHOUT LIMITING THE FOREGOING, COMPANY DISCLAIMSANY AND ALL LIABILITY RELATED TO YOUR USE OF OR INABILITY TO USE THE WEBSITE.IN NO EVENT WILL COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL,SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING,WITHOUT LIMITATION, DAMAGES FOR LOST REVENUES OR PROFITS, LOSS OF OPPORTUNITY,LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE ORSYSTEM FAILURE, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONALDISTRESS) ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE TERMS, WHETHER BASEDIN WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY,AND WHETHER OR NOT COMPANY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE,EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITSESSENTIAL PURPOSE.
THESE LIMITATIONS AND EXCLUSIONS APPLY TO YOU ONLY TO THE EXTENTPERMITTED BY APPLICABLE LAW. IN THE EVENT THAT THE FOREGOING LIMITATION OFLIABILITY IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BEUNENFORCEABLE, COMPANY’ AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTIONWITH THE WEBSITE TERMS SHALL BE LIMITED TO TEN U.S. DOLLARS (US$10).
To the maximum extent not prohibited by applicable law, you agreeto release, defend, indemnify, and hold Company and its affiliates, licensorsand service providers harmless from and against any claims, liabilities,damages, losses, costs and expenses, or any other injuries, losses, or damages(whether compensatory, direct, incidental, consequential or otherwise) of anykind, and including reasonable legal fees and litigation expenses and costs,arising out of or relating to or in any way connected with your access to oruse of the Website, your breach of the Website Terms, or your grossnegligence or willful misconduct.
7. Dispute Resolution, Arbitration,Class-Action Waiver, and Jury Waiver
a. Disputes. The terms of this Section shallapply to all Disputes between you and Company. For the purposes of thisSection, “Dispute” shall mean any dispute, claim, controversy or action betweenyou and Company arising under or relating to your use of the Website or theWebsite Terms. YOU AND COMPANY AGREE THAT “DISPUTE” AS DEFINED IN THEWEBSITE TERMS SHALL NOT INCLUDE ANY CLAIM OR CAUSE OF ACTION BY YOU OR COMPANYFOR: (1) TRADE SECRET MISAPPROPRIATION; (2) PATENT INFRINGEMENT; (3) COPYRIGHTINFRINGEMENT OR MISUSE; AND (4) TRADEMARK INFRINGEMENT OR DILUTION.
b. Opt-Out. You may elect to opt-out (excludeyourself) from the final, binding individual arbitration procedure and waiverof class and representative proceedings specified in this Section by sending awritten letter to Company at info@seeall.ai within thirty(30) calendar days of your initial agreement to the Website Terms (includingyour first access or use of the Website) that specifies: (1) your name; (2)your mailing address; (3) and your request to be excluded from the final,binding individual arbitration procedure and waiver of class and representativeproceedings specified in this Section. In the event that you opt-out consistentwith the procedures set forth above, all other terms of the Website Terms shallcontinue to apply.
c. Binding Arbitration. You and Companyagree: (1) to arbitrate all Disputes between you and Company pursuant to theprovisions of the Website Terms; (2) the Website Terms memorializes atransaction in interstate commerce; (3) the Federal Arbitration Act (9 U.S.C. §1, et seq.) governs the interpretation and enforcement of this Section(notwithstanding the choice-of-law provision contained herein); and (4) thisSection shall survive termination of the Website Terms.
d. Dispute Notice. In the event ofa Dispute, you or Company must first send to the other party a notice of theDispute that shall include a written statement that sets forth the name,address, and contact information of the party giving it, the facts giving riseto the Dispute, and the relief requested (the “Dispute Notice”). The DisputeNotice to Company must be addressed to info@seeall.ai (“Company Notice Address”). The DisputeNotice to you will be sent by certified mail to the most recent address we haveon file or otherwise in our records for you, or via email if we do not have anysuch address on file. If Company and you do not reach an agreement to resolvethe Dispute within sixty (60) days after the Dispute Notice is received, you orCompany may commence an arbitration proceeding pursuant to this Section. Youand Company will work in good faith to schedule the informal conference at amutually convenient time. If you are represented by counsel, your counsel mayparticipate in the informal dispute resolution conference, but you shall alsofully participate in such discussions. The arbitrator may dismiss anyarbitration brought without first proceeding through the informal disputeresolution conference. The statute of limitations and any filing fee deadlinesshall be tolled while the parties engage in the informal dispute resolutionprocess required by this paragraph.
e. Mediation. In the eventthe parties cannot resolve the Dispute via the informal dispute resolutionconference, the Dispute must first be submitted to non-binding mediation beforea neutral third party before it may proceed to arbitration. Selecting themediator, the appropriate terms for mediation, and a date for mediation shallbe negotiated in good faith between the parties. The administrative feesassociated with mediation shall be split equally between the parties. Eachparty shall bear its own respective attorneys’ fees and costs associated withthe resolution of any Dispute. If the parties cannot agree to appropriate termsconcerning mediation, the parties shall be entitled to proceed with anarbitration proceeding pursuant to this Section. The arbitrator may dismiss anyarbitration brought without first proceeding through the informal disputeresolution conference. The statute of limitations and any filing fee deadlinesshall be tolled while the parties engage in the informal dispute resolutionprocess required by this paragraph.
f. WAIVER OF CLASSACTIONS AND CLASS ARBITRATIONS. YOU AND COMPANY AGREE THAT EACHPARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY SOLELY IN AN INDIVIDUALCAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ORREPRESENTATIVE PROCEEDING, INCLUDING WITHOUT LIMITATION FEDERAL OR STATE CLASSACTIONS, OR CLASS ARBITRATIONS. ACCORDINGLY, UNDER THE ARBITRATION PROCEDURESOUTLINED IN THIS SECTION, AN ARBITRATOR SHALL NOT COMBINE OR CONSOLIDATE MORETHAN ONE PARTY’S CLAIMS WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES TOAN ARBITRATION PROCEEDING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,YOU AND COMPANY AGREE THAT NO DISPUTE SHALL PROCEED BY WAY OF CLASSARBITRATION.
g. MASS ACTION WAIVER. You and Companyagree that any Dispute between you and Company shall be resolved only in anindividual arbitration pursuant to this Section. You and Company expresslywaive the right to have any dispute, claim, or controversy brought, heard,administered, resolved, or arbitrated as a Mass Action, as defined below, andneither an arbitrator nor an arbitration provider shall have any authority tohear, arbitrate, or administer any Mass Action to award relief to anyone butthe individual in arbitration, unless otherwise provided in this Section. “Mass Action” includes instances inwhich you or Company are represented by a law firm or collection of law firmsthat has filed 25 or more arbitration demands of a substantially similar natureagainst the other party within 180 days of the arbitration demand filed on youor Company’ behalf, and the law firm or collection of law firms seek tosimultaneously or collectively administer and/or arbitrate all arbitrationdemands in the aggregate. Notwithstanding this Section, nothing prevents you orCompany from participating in a mass settlement of claims.
h. Arbitration Procedure. If a partyelects to commence arbitration, the arbitration shall be administered by theAmerican Arbitration Association (“AAA”) and be governed by the AAA CommercialArbitration Rules; except AAA may not administer any multiple claimant or classarbitration, as the parties agree that the arbitration shall be limited to theresolution only of individual claims. If there is a conflict between the AAARules and the rules set forth in the Website Terms, the rules set forth in theWebsite Terms shall govern. All Disputes shall be resolved by a single neutralarbitrator, and both parties shall have a reasonable opportunity to participatein the selection of the arbitrator. The arbitrator is bound by the terms of theWebsite Terms. The arbitrator, and not any federal, state, provincial,territorial or local court or agency, shall have exclusive authority to resolveall disputes arising out of or relating to the interpretation, applicability,enforceability or formation of the Website Terms, including, but not limitedto, any claim that all or any part of the Website Terms is void or voidable.The arbitrator shall be empowered to grant whatever relief would be availablein a court under law or in equity. The arbitrator’s award shall be binding onthe parties and may be entered as a judgment in any court of competentjurisdiction.
i. Hearing Format. Unlessotherwise agreed, the arbitration shall take place in New York, New York, butmay proceed telephonically if the parties agree and in the event the totalamount of the claim does not exceed $2,500 U.S. dollars (if the claimant sochooses). In all hearing formats, the arbitrator shall issue a written decisionthat explains the essential findings and conclusions on which an award, in any,is based. During the arbitration, the amount of any settlement offer made by Companyor you shall not be disclosed to the arbitrator until after the arbitratordetermines the amount, if any, to which you or Company is entitled. Thediscovery or exchange of non-privileged information relevant to the Dispute maybe allowed during the arbitration.
j. Arbitration Fees. Each party, asapplicable, shall bear its own respective AAA filing, administration,arbitration, attorneys, and/or expert witnesses fees pursuant to the WebsiteTerms.
k. Amendments to this Section. Notwithstandingany provision in the Website Terms to the contrary, you and Company agree thatif Company makes any material amendments to the dispute resolution procedureand class action waiver provisions in the Website Terms, Company will notifyyou and you will have ten (10) calendar days from the date of notice toaffirmatively opt-out of any such amendments by sending a written letter to theCompany Notice Address that specifies: (1) your name; (2) your mailing address;and (3) your request to opt-out of such amendments. If you affirmativelyopt-out of any future amendments, you are agreeing that you will arbitrate anyDispute between us in accordance with the language of this Section as stated inthe Website Terms, without any of the proposed amendments governing. If you donot affirmatively opt-out of any future amendments, you will be deemed to haveconsented to any such future amendments.
l. Severability. If anyprovision in this Section is found to be unenforceable, that provision shall besevered with the remainder of the Website Terms remaining in full force andeffect. The foregoing shall not apply to the prohibition against class orrepresentative actions; if the prohibition against class or representativeactions is found to be unenforceable, this entire Section shall be null andvoid. The terms of this Section shall otherwise survive any termination of theWebsite Terms.
m. Exclusive Venue for Other Controversies. Company and youagree that any controversy excluded from the dispute resolution procedure andclass action waiver provisions in this Section shall be filed only in thecourts located within San Francisco, California and each party herebyirrevocably and unconditionally consents and submits to the exclusivejurisdiction of such courts for any such controversy.
8. MISCELLANEOUS
The Website Terms constitute the entire and exclusiveunderstanding and agreement between you and Company regarding your access toand use of the Website and supersede and replace any and all prior orcontemporaneous oral or written understandings or agreements between you and Companyand regarding the subject matter hereof.
You may not assign, transfer, delegate, subcontract or sublicenseany of your rights or obligations under the Website Terms. Any attemptedassignment, transfer, delegation, subcontracting or sublicense without theforegoing consent will be null and void. No agency, partnership, joint venture,employee-employer or franchiser-franchisee relationship is intended or createdby the Website Terms. Any provisions of the Website Terms that contemplateperformance or observance subsequent to the expiration or termination of theWebsite Terms shall survive such expiration or termination. Our failure toexercise any right or enforce any obligation under the Website Terms or to takeaction with respect to a breach by you or others will not constitute a waiverof such right, obligation or breach. The Website Terms will be governed by andconstrued in accordance with the laws of the State of Delaware, without givingeffect to its conflict of laws provisions or the laws of your state. If an arbitratoror a court of competent jurisdiction finds any provision of the Website Termsto be invalid, void or unenforceable, in whole or in part, for any reason, theoffending provision will be enforced to the maximum extent permissible and willnot affect the validity or enforceability of the remaining provisions, whichwill remain in full force and effect. The headings in the Website Terms are forreference purposes only and do not limit or otherwise affect the meaning orinterpretation of any of the provisions hereof. Except as otherwise expresslyset forth herein, the Website Terms do not and are not intended to confer anyrights or remedies upon any person other than the parties hereto.
Pursuant to California Civil Code §1789.3, California residents mayalso be entitled to the following specific consumer rights notice:
Complaints regarding the Website or requests to receive furtherinformation regarding use of the Website may be sent to info@seeall.ai or 39 Technology Way Suite46E, Nashua, NH 03060
[DUS1]NOTETO CLIENT: Please note that these Website Terms are intended only for verysimple splash pages/marketing domains. If the website involves or allows any ofthe following, additional terms and protections should be added to theseWebsite Terms:
Any access to any See AllAI, product, platform offering, app, etc
Ability for website users orvisitors to create or log into any kind of account
Ability for website users orvisitors to post/provide/share user-generated content of any kind
Advertisements of orreferrals to third-party products or platforms
[DUS2]NOTETO CLIENT: Per above - we recommend providing notice of any changes to theWebsite Terms, particularly Section 7, via cookie banner for increased likelyenforceability.
The ComplaintAssistance Unit of the Division of Consumer Services of the CaliforniaDepartment of Consumer Affairs may be contacted in writing at 1625 North MarketBoulevard, Suite N112, Sacramento, CA 95834 or by telephone at (916) 445-1245or (800) 952-5210. Hearing impaired persons may call TDD (800)-326-2297 or TDD(916)-928-1227, see www.dca.ca.gov for additionalinformation.
If you have any questions or concerns regarding these WebsiteTerms, please contact Company at info@seeall.ai.