Seel Merchant Terms of Service

These Seel Merchant Terms of Service (these “Merchant Terms”) govern Merchant’s participation in the Seel product program(s) made available through the Shopify platform (the “Platform”) and are entered into between Seel, Inc., with its principal office at 8 California Street, Suite 400, San Francisco, CA 94111, US (“Company” or “Seel”), and the merchant accepting these Merchant Terms (“Merchant”). By clicking “I Accept,” installing or enabling a Seel product on Merchant’s storefront, or otherwise indicating acceptance, Merchant agrees to be bound by these Merchant Terms. These Merchant Terms constitute a direct contractual relationship between Company and Merchant.

1. DEFINITIONS.

“Brand” means, collectively, the Company Brand and Partner Brand, as applicable.
“Buy as Refundable Product” shall mean Company’s proprietary Buy as Refundable Product which allows Buyers to return and receive a refund for otherwise non-refundable items for a fee paid to Partner, as further described herein.
“Buyer” shall mean any individual or entity that purchases Merchandise from the Partner Technology.
“Buyer Agreement” means a written agreement between Company and a Buyer pursuant to which such Buyer purchases the Integrated Product.
“Company Brand” means such of Company’s trademarks, service marks, trade names, domain names, logos, business names, product names, and/or slogans provided to Partner by Company for purposes of enabling Partner to perform its obligations under this Agreement.
“Company Technology” shall mean Company’s proprietary software and other technology set forth and described herein, including the Worry-Free Delivery Product, the Buy as Refundable Product and the Return Shipping Integrated Product.
“Confidential Information” shall mean all written or oral information, disclosed by either Party to the other, related to the operations of either Party or a third party that has been identified as confidential or that by the nature of the information or the circumstances surrounding disclosure ought reasonably to be treated as confidential. The Documentation shall be deemed the Confidential Information of Company.
“Documentation” shall mean written materials or graphic files that either Party generally makes available to licensees of the Technology.
“Effective Date” means the date Merchant first accepts these Merchant Terms.
“Integrated Product” shall mean the product(s) developed by, or on behalf of, Partner hereunder and resulting from the combination and integration, as contemplated by, and in accordance with, the provisions of this Agreement, of the Company Technology with the Partner Technology.
"Merchant” shall mean any entity that uses the Partner Technology to sell Merchandise to the Buyer.
“Merchandise ” shall mean all products sold by Merchants on the Partner Technology that may be eligible for the purchase of Integrated Products by Buyers.
“Worry-Free Delivery Product”, which may be marketed as “Worry-Free Delivery”, shall mean Company’s proprietary product which allows Buyers to receive a partial or full reimbursement, for a fee paid to Partner, if a Product purchased by Buyer is lost, or damaged, in transit as further described herein.
“Partner Brand” means such of Partner’s trademarks, service marks, trade names, domain names, logos, business names, product names, and/or slogans provided to Company by Partner for purposes of enabling Company to perform its obligations under this Agreement.
“Partner Technology” shall mean the technology owned or licensed by, or developed by or on behalf of, Partner, which technology is or shall be designed to be used in coordination and combination with the Company Technology as part of the Integrated Product,, as amended from time to time by agreement of the Parties.
“Return Shipping Integrated Product” (“RSI”) is an optional add-on product, subject to eligibility requirements herein. Company may offer Return Shipping Integrated Product (“RSI”) to Buyers for all eligible items identified within the Services as return shipping eligible. The ultimate eligibility of items for RSI shall be determined by Company in its reasonable discretion. When purchased, Return Shipping Integrated Product provides, at Company’s discretion, either return shipping labels or a reimbursement for the reasonable cost thereof that would otherwise be paid by Buyer for returns of eligible merchandise.

“Technology” shall mean, the Partner Technology and/or the Company Technology, as applicable.
“Term” shall have the meaning set forth in Section 13.1.
“Update” shall mean any version of the Technology, developed subsequent to the Effective Date, which implements minor improvements or augmentations to the previous version thereof, or which corrects operational errors therein.
“Upgrade” shall mean any version of the Technology, developed subsequent to the Effective Date, which implements additional features or functions, or which produces substantial and material improvements with respect to the utility and efficiency of the Technology, but which does not constitute merely an Update.
“Widget” shall mean a tool embedded within the purchase flow offered to Buyers, by which they can choose to add or remove the Integrated Product(s) from their order of Merchandise from Partner.
“Worry Free Purchase” shall mean the bundled offering of the Worry-Free Delivery Product and one or more of the Buy as Refundable Product, and/or the Return Shipping Integrated Product.

“Brand” means, collectively, the Company Brand and Partner Brand, as applicable.
“Buy as Refundable Product” shall mean Company’s proprietary Buy as Refundable Product which allows Buyers to return and receive a refund for otherwise non-refundable items for a fee paid to Partner, as further described herein.
“Buyer” shall mean any individual or entity that purchases Merchandise from the Partner Technology.
“Buyer Agreement” means a written agreement between Company and a Buyer pursuant to which such Buyer purchases the Integrated Product.
“Company Brand” means such of Company’s trademarks, service marks, trade names, domain names, logos, business names, product names, and/or slogans provided to Partner by Company for purposes of enabling Partner to perform its obligations under this Agreement.
“Company Technology” shall mean Company’s proprietary software and other technology set forth and described herein, including the Worry-Free Delivery Product, the Buy as Refundable Product and the Return Shipping Integrated Product.
“Confidential Information” shall mean all written or oral information, disclosed by either Party to the other, related to the operations of either Party or a third party that has been identified as confidential or that by the nature of the information or the circumstances surrounding disclosure ought reasonably to be treated as confidential. The Documentation shall be deemed the Confidential Information of Company.
“Documentation” shall mean written materials or graphic files that either Party generally makes available to licensees of the Technology.
“Effective Date” means the date Merchant first accepts these Merchant Terms.
“Integrated Product” shall mean the product(s) developed by, or on behalf of, Partner hereunder and resulting from the combination and integration, as contemplated by, and in accordance with, the provisions of this Agreement, of the Company Technology with the Partner Technology.
"Merchant” shall mean any entity that uses the Partner Technology to sell Merchandise to the Buyer.
“Merchandise ” shall mean all products sold by Merchants on the Partner Technology that may be eligible for the purchase of Integrated Products by Buyers.
“Worry-Free Delivery Product”, which may be marketed as “Worry-Free Delivery”, shall mean Company’s proprietary product which allows Buyers to receive a partial or full reimbursement, for a fee paid to Partner, if a Product purchased by Buyer is lost, or damaged, in transit as further described herein.
“Partner Brand” means such of Partner’s trademarks, service marks, trade names, domain names, logos, business names, product names, and/or slogans provided to Company by Partner for purposes of enabling Company to perform its obligations under this Agreement.
“Partner Technology” shall mean the technology owned or licensed by, or developed by or on behalf of, Partner, which technology is or shall be designed to be used in coordination and combination with the Company Technology as part of the Integrated Product,, as amended from time to time by agreement of the Parties.
“Return Shipping Integrated Product” (“RSI”) is an optional add-on product, subject to eligibility requirements herein. Company may offer Return Shipping Integrated Product (“RSI”) to Buyers for all eligible items identified within the Services as return shipping eligible. The ultimate eligibility of items for RSI shall be determined by Company in its reasonable discretion. When purchased, Return Shipping Integrated Product provides, at Company’s discretion, either return shipping labels or a reimbursement for the reasonable cost thereof that would otherwise be paid by Buyer for returns of eligible merchandise.

“Technology” shall mean, the Partner Technology and/or the Company Technology, as applicable.
“Term” shall have the meaning set forth in Section 13.1.
“Update” shall mean any version of the Technology, developed subsequent to the Effective Date, which implements minor improvements or augmentations to the previous version thereof, or which corrects operational errors therein.
“Upgrade” shall mean any version of the Technology, developed subsequent to the Effective Date, which implements additional features or functions, or which produces substantial and material improvements with respect to the utility and efficiency of the Technology, but which does not constitute merely an Update.
“Widget” shall mean a tool embedded within the purchase flow offered to Buyers, by which they can choose to add or remove the Integrated Product(s) from their order of Merchandise from Partner.
“Worry Free Purchase” shall mean the bundled offering of the Worry-Free Delivery Product and one or more of the Buy as Refundable Product, and/or the Return Shipping Integrated Product.

2. LICENSES.

Integration License. Subject to the terms and conditions of this Agreement, and further subject to any third-party agreements with respect to any prior licenses, each Party hereby grants to the other Party the non-exclusive, non-transferable, revocable (as provided for herein) right and license to use the other Party's Technology during the Term, solely in the form of machine-readable object code, solely for purposes of combining and integrating the Technology of both Parties into a single Integrated Product.
Documentation License. Subject to the terms and conditions of this Agreement, each Party hereby grants to the other Party the non-exclusive, non-transferable, revocable (as provided for herein) right and license to use the Documentation during the Term solely for purposes of designing and developing the Integrated Product.
Distribution License. Subject to the terms and conditions of this Agreement, Company hereby grants to Partner, the non-exclusive, non-transferable, revocable (as provided for herein) right and license to market and distribute the Integrated Product to Buyers through the Partner Technology as set forth herein.
Brand License. Each Party hereby grants to the other Party a non-exclusive, non-sublicenseable, non-transferable, revocable (as provided for herein) right and license to use the Brand designated by during the Term, solely in the form and manner approved by the Parties, in connection with the permitted advertising and promotion of the Integrated Product and solely as required for performance of the Parties' obligations under this Agreement.
No Implied Licenses. Except for the express license granted herein, no other licenses are granted by implication, estoppel or otherwise.

Integration License. Subject to the terms and conditions of this Agreement, and further subject to any third-party agreements with respect to any prior licenses, each Party hereby grants to the other Party the non-exclusive, non-transferable, revocable (as provided for herein) right and license to use the other Party's Technology during the Term, solely in the form of machine-readable object code, solely for purposes of combining and integrating the Technology of both Parties into a single Integrated Product.
Documentation License. Subject to the terms and conditions of this Agreement, each Party hereby grants to the other Party the non-exclusive, non-transferable, revocable (as provided for herein) right and license to use the Documentation during the Term solely for purposes of designing and developing the Integrated Product.
Distribution License. Subject to the terms and conditions of this Agreement, Company hereby grants to Partner, the non-exclusive, non-transferable, revocable (as provided for herein) right and license to market and distribute the Integrated Product to Buyers through the Partner Technology as set forth herein.
Brand License. Each Party hereby grants to the other Party a non-exclusive, non-sublicenseable, non-transferable, revocable (as provided for herein) right and license to use the Brand designated by during the Term, solely in the form and manner approved by the Parties, in connection with the permitted advertising and promotion of the Integrated Product and solely as required for performance of the Parties' obligations under this Agreement.
No Implied Licenses. Except for the express license granted herein, no other licenses are granted by implication, estoppel or otherwise.

3. LICENSE RESTRICTIONS.

Unbundled Distribution Prohibited. Each Party agrees not to distribute or convey the other Party’s Technology except as combined and integrated into the Integrated Product, or to use the other Party’s Technology, except for purposes of creating and/or developing the Integrated Product. In no event shall Partner distribute or convey a party's Technology as a stand-alone or unbundled product.
Sublicensing. The Parties shall not sublicense any rights or licenses granted to the Parties herein, except with the prior written consent of a Party.
No Modification; Alterations. The Parties shall not adapt, alter, modify, translate or create derivative works of the other Party’s Technology or the Documentation.
No Reverse Engineering. Nothing in this Agreement shall be construed to give either Party a right to use, or otherwise obtain access to, any source code from either Party’s Technology. Partner may not, and will not permit or induce any third party to: (i) decompile, reverse engineer, disassemble or otherwise attempt to reconstruct or discover the source code, underlying ideas or algorithms of any components of the Company Technology; (ii) alter, modify, translate, adapt in any way, or prepare any derivative work based upon the Company Technology; (iii) rent, lease, sublicense, sell, distribute or otherwise transfer the Company Technology or any copy thereof; or, (iv) remove any proprietary notices from the Company Technology or any Documentation or other materials furnished or made available hereunder by Company. Nothing in this Agreement shall be construed to require Company to deliver, provide or otherwise make available, at any time or for any reason, any source code or other human-readable form of the Company Technology, any Update or any Upgrade.

Unbundled Distribution Prohibited. Each Party agrees not to distribute or convey the other Party’s Technology except as combined and integrated into the Integrated Product, or to use the other Party’s Technology, except for purposes of creating and/or developing the Integrated Product. In no event shall Partner distribute or convey a party's Technology as a stand-alone or unbundled product.
Sublicensing. The Parties shall not sublicense any rights or licenses granted to the Parties herein, except with the prior written consent of a Party.
No Modification; Alterations. The Parties shall not adapt, alter, modify, translate or create derivative works of the other Party’s Technology or the Documentation.
No Reverse Engineering. Nothing in this Agreement shall be construed to give either Party a right to use, or otherwise obtain access to, any source code from either Party’s Technology. Partner may not, and will not permit or induce any third party to: (i) decompile, reverse engineer, disassemble or otherwise attempt to reconstruct or discover the source code, underlying ideas or algorithms of any components of the Company Technology; (ii) alter, modify, translate, adapt in any way, or prepare any derivative work based upon the Company Technology; (iii) rent, lease, sublicense, sell, distribute or otherwise transfer the Company Technology or any copy thereof; or, (iv) remove any proprietary notices from the Company Technology or any Documentation or other materials furnished or made available hereunder by Company. Nothing in this Agreement shall be construed to require Company to deliver, provide or otherwise make available, at any time or for any reason, any source code or other human-readable form of the Company Technology, any Update or any Upgrade.

4. DEVELOPMENT AND INTEGRATION.

Partner shall integrate, or permit Company to integrate, the Company Technology into the Partner Technology via Company’s API in accordance with the Documentation provided by Company so that Buyers may purchase the Integrated Products for Merchandise. Before each A/B test or rollout, partners should provide Seel with limited or “read only” access to a testing environment that closely mirrors the production application, or limited production access prior to general availability. This access should be granted for a minimum period of time (4 weeks), so that Company can ensure proper functionality. Partner shall permit Company to embed one or more pixels on the Partner Technology in connection with offering the Integrated Product(s). Company may change the format, appearance or content of the Integrated Product information and interface displayed to Buyers on the Partner Technology from time to time in its sole discretion, and Partner shall grant Company such access as is required to make such changes.

5. MARKETING AND DISTRIBUTION.

General Marketing Obligations. For all offerings of the Integrated Product via the Partner Technology, such Integrated Product may be marketed by either Party, subject to the other Party’s reasonable approval, which shall not be unreasonably withheld or delayed. Company shall have sole discretion to establish price schedules and distribution models for the Integrated Product in accordance with Section 8.
Relationship with Buyers. Following a Buyer’s purchase of the Integrated Product, Merchant shall direct any questions or issues from Buyer directly to Company in accordance with Company’s instructions. Company shall be responsible for handling any questions or disputes raised by any Buyer solely related to the Integrated Product. Partner shall not make any representations, warranties, or guaranties to any Buyers with respect to the specifications, features, or capabilities of the Company Technology that are not contained in or that are inconsistent with the Documentation.

General Marketing Obligations. For all offerings of the Integrated Product via the Partner Technology, such Integrated Product may be marketed by either Party, subject to the other Party’s reasonable approval, which shall not be unreasonably withheld or delayed. Company shall have sole discretion to establish price schedules and distribution models for the Integrated Product in accordance with Section 8.
Relationship with Buyers. Following a Buyer’s purchase of the Integrated Product, Merchant shall direct any questions or issues from Buyer directly to Company in accordance with Company’s instructions. Company shall be responsible for handling any questions or disputes raised by any Buyer solely related to the Integrated Product. Partner shall not make any representations, warranties, or guaranties to any Buyers with respect to the specifications, features, or capabilities of the Company Technology that are not contained in or that are inconsistent with the Documentation.

6. CONFIDENTIAL INFORMATION.

Ownership of Confidential Information. The Parties acknowledge that during the performance of this Agreement, each Party will have access to certain of the other Party’s Confidential Information or Confidential Information of third parties that the disclosing Party is required to maintain as confidential. Both Parties agree that all items of Confidential Information are proprietary to the disclosing Party or such third party, as applicable, and shall remain the sole property of the disclosing Party or such third party. Partner hereby acknowledges that the Documentation shall be deemed Company’s Confidential Information hereunder.
Confidentiality Exceptions. Notwithstanding the foregoing, the provisions of Sections 6.1 and 1.1 shall not apply to Confidential Information that (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the recipient; (iii) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (v) is independently developed by the recipient, so long as such development does not result from use of other Confidential Information of the disclosing Party; (vi) is approved for release or disclosure by the disclosing Party without restriction; (vii) is disclosed in response to an order of a court or other governmental body, provided that the Party making the disclosure pursuant to the order shall first have given notice to the other Party and made a reasonable effort to obtain a protective order; (viii) is otherwise required by law or regulation to be disclosed; or (ix) is disclosed to establish a Party’s rights under this License Agreement, including to make such court filings as it may be required to do.

Ownership of Confidential Information. The Parties acknowledge that during the performance of this Agreement, each Party will have access to certain of the other Party’s Confidential Information or Confidential Information of third parties that the disclosing Party is required to maintain as confidential. Both Parties agree that all items of Confidential Information are proprietary to the disclosing Party or such third party, as applicable, and shall remain the sole property of the disclosing Party or such third party. Partner hereby acknowledges that the Documentation shall be deemed Company’s Confidential Information hereunder.
Confidentiality Exceptions. Notwithstanding the foregoing, the provisions of Sections 6.1 and 1.1 shall not apply to Confidential Information that (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the recipient; (iii) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (v) is independently developed by the recipient, so long as such development does not result from use of other Confidential Information of the disclosing Party; (vi) is approved for release or disclosure by the disclosing Party without restriction; (vii) is disclosed in response to an order of a court or other governmental body, provided that the Party making the disclosure pursuant to the order shall first have given notice to the other Party and made a reasonable effort to obtain a protective order; (viii) is otherwise required by law or regulation to be disclosed; or (ix) is disclosed to establish a Party’s rights under this License Agreement, including to make such court filings as it may be required to do.

7. OWNERSHIP; PROPRIETARY RIGHTS.

As between Company and Partner, the Parties shall retain, subject to the licenses granted herein, all right, title and interest in their respective intellectual property, as well as any modifications, subsequent versions, developments or enhancements of any of the foregoing. The Parties hereby acknowledge that, except for the rights and licenses granted herein, the other Party acquires no additional rights in any of the foregoing.

8. FEES.

Company will charge a fee for each Integrated Product (the “Integrated Product Fee”) in accordance with Company’s proprietary pricing methodology. Depending on the applicable program, the Integrated Product Fee may be charged to Buyers, to Merchant, or to both, and may vary from product to product, transaction to transaction, and Merchant to Merchant, all as solely determined by Company. The specific fee structure, pricing, eligible Merchandise, coverage parameters, and other program details for each Integrated Product shall be as separately agreed upon between the parties in writing. Merchant shall add a valid bank account, credit card, or debit card to Company’s admin portal, from which Company will collect all Integrated Product Fees owed to Company. By doing so, Merchant consents and authorizes Company to directly debit funds owed to Company from Merchant’s designated account on a weekly basis. Merchant acknowledges that the applicable account statement shall be the only notice of the amount to be deducted by Company.

9. REPRESENTATIONS AND WARRANTIES.

Each Party hereby represents and warrants (i) that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation; (ii) that it has the legal right and authority to enter into and perform its obligations under this Agreement; and (iii) that the execution and performance of this Agreement will not conflict with or violate any provision of any law having applicability to such Party; and (iv) that this Agreement, when executed and delivered, will constitute a valid and binding obligation of such Party and will be enforceable against such Party in accordance with its terms. Company hereby represents and warrants that it has obtained any necessary filing, approval, permit or license to provide the Integrated Products to Buyers and perform its obligations under this Agreement.

In the event a Buyer initiates a claim pursuant to the Integrated Product purchased directly with Partner, Partner agrees it will immediately notify Company of the claim. Partner agrees that it will, under no circumstances, make any representations to the Buyer as to whether a claim is covered or not covered pursuant to the applicable Integrated Product, and agrees to indemnify Company and the obligor company for any damages (including attorneys’ fees) associated with a violation of this provision. Partner will further direct the Buyer to the claims portion of the Company website to initiate their claim.

10. DISCLAIMER.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS ANY AND ALL OTHER PROMISES, REPRESENTATIONS AND WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE COMPANY TECHNOLOGY OR DOCUMENTATION WILL MEET PARTNER’S REQUIREMENTS OR THAT THE OPERATION OF THE COMPANY TECHNOLOGY OR DOCUMENTATION WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED.

11. EXCLUSION OF REMEDIES; LIMITATION OF LIABILITY.

EXCEPT FOR EITHER PARTY’S OBLIGATIONS PURSUANT TO SECTIONS 6 (CONFIDENTIAL INFORMATION), 7 (OWNERSHIP; PROPRIETARY RIGHTS) AND 12 (INDEMNIFICATION), IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER 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 THE PARTY FROM WHICH SUCH DAMAGES ARE SOUGHT 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. THE CUMULATIVE LIABILITY OF EITHER PARTY FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE MERCHANT TERMS, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE LESSER OF (A) THE TOTAL INTEGRATED PRODUCT FEES PAID TO COMPANY IN CONNECTION WITH MERCHANT'S PARTICIPATION DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) TEN THOUSAND DOLLARS ($10,000). THE FOREGOING CAP SHALL NOT APPLY TO (I) AMOUNTS OWED BY EITHER PARTY UNDER THESE MERCHANT TERMS, INCLUDING INTEGRATED PRODUCT FEES AND TAXES, OR (II) A PARTY'S OBLIGATIONS UNDER SECTIONS 6 (CONFIDENTIAL INFORMATION), 7 (OWNERSHIP; PROPRIETARY RIGHTS) OR 12 (INDEMNIFICATION).

12. INDEMNIFICATION.

Each Party agrees to indemnify, defend, and hold harmless the other Party, and its respective affiliates, officers, directors, employees, representatives, shareholders, and agents, from and against any and all third-party claims, demands, liabilities, obligations, judgments, injuries, losses, damages, costs, and expenses to the extent solely caused by the Indemnifying Party’s infringement or misappropriation of a United States patent, copyright, trademark right or service mark right, trade secret or any similar intellectual property right in the United States of a third party.

13. TERM AND TERMINATION.

Term. These Merchant Terms shall become effective upon Merchant’s acceptance and shall remain in effect for so long as Merchant participates in any Seel program through the Platform, unless earlier terminated in accordance with this Section (the “Term”).
Termination. Company may suspend or terminate Merchant’s participation in any Seel program and these Merchant Terms at any time, with or without cause, with or without notice (including by email) to Merchant. In the event of an uncured material breach by Merchant, Company may terminate immediately. Merchant may terminate its participation at any time by disabling the applicable Integrated Product through the Platform’s administrative interface and providing notice to Company.
Effect of Termination. Upon any termination or expiration of this Agreement, the Parties (i) shall immediately discontinue marketing and distribution of the Integrated Product; (ii) shall cease any and all use of the Parties’ Confidential Information and the Parties’ Brand; (iii) shall delete any and all of the Parties’’ Confidential Information from the other Party’s computer storage or any other media including, but not limited to, online and off-line libraries; and (iii) shall return to the other Party or, at the other Party’s option, destroy, all physical copies of any Company Confidential Information. Immediately upon any termination or expiration hereof, all licenses granted hereunder shall terminate. Notwithstanding any of the foregoing provisions of this Section 13.3, any Integrated Products purchased by Buyers in accordance with the terms hereof shall continue in full force and effect, subject to the terms of the relevant agreement between Company and such Buyer. Immediately upon any termination or expiration hereof, except as otherwise agreed by the Parties, all obligations set forth therein shall terminate, and neither Party shall have any further or continuing obligations thereunder.
Survival. Sections 1, 2.5, 3, 6, 7, 8, 10, 11, 12, 13.3, 14, 15 shall survive the expiration or termination of this Agreement.

Term. These Merchant Terms shall become effective upon Merchant’s acceptance and shall remain in effect for so long as Merchant participates in any Seel program through the Platform, unless earlier terminated in accordance with this Section (the “Term”).
Termination. Company may suspend or terminate Merchant’s participation in any Seel program and these Merchant Terms at any time, with or without cause, with or without notice (including by email) to Merchant. In the event of an uncured material breach by Merchant, Company may terminate immediately. Merchant may terminate its participation at any time by disabling the applicable Integrated Product through the Platform’s administrative interface and providing notice to Company.
Effect of Termination. Upon any termination or expiration of this Agreement, the Parties (i) shall immediately discontinue marketing and distribution of the Integrated Product; (ii) shall cease any and all use of the Parties’ Confidential Information and the Parties’ Brand; (iii) shall delete any and all of the Parties’’ Confidential Information from the other Party’s computer storage or any other media including, but not limited to, online and off-line libraries; and (iii) shall return to the other Party or, at the other Party’s option, destroy, all physical copies of any Company Confidential Information. Immediately upon any termination or expiration hereof, all licenses granted hereunder shall terminate. Notwithstanding any of the foregoing provisions of this Section 13.3, any Integrated Products purchased by Buyers in accordance with the terms hereof shall continue in full force and effect, subject to the terms of the relevant agreement between Company and such Buyer. Immediately upon any termination or expiration hereof, except as otherwise agreed by the Parties, all obligations set forth therein shall terminate, and neither Party shall have any further or continuing obligations thereunder.
Survival. Sections 1, 2.5, 3, 6, 7, 8, 10, 11, 12, 13.3, 14, 15 shall survive the expiration or termination of this Agreement.

14. SUBROGATION

If Company pays any claim or provides any benefit under this Agreement, Company is subrogated to all rights of recovery that Partner or the Buyer may have against any third party (including carriers, vendors, or insurers) for the same loss. Partner agrees to (i) assign such rights to Company; (ii) cooperate with Company in pursuing recovery; and (iii) not waive any claims against third parties that could affect Company's subrogation rights. Company may retain all amounts recovered.

15. PROGRAM TERMS.

Product Enablement. Merchant may offer any Integrated Product made available to Merchant through the Platform by enabling such Integrated Product through the Platform or Company’s admin portal. Any Integrated Product that Merchant enables shall be governed by these Merchant Terms, including the product terms applicable to such Integrated Product set forth herein or as separately agreed between the parties in writing, effective upon enablement. In the event of any conflict between the product terms set forth herein and terms separately agreed between the parties in writing, the separately agreed terms shall control with respect to that Integrated Product. Merchant’s enablement of an Integrated Product constitutes Merchant’s acceptance of the product terms applicable to that Integrated Product set forth herein.
Company API. Company enables Merchant to offer the Integrated Product(s) through the Company API. Merchant shall integrate, or permit Company to integrate, the Integrated Product(s) into Merchant’s storefront via Company’s API in accordance with the Documentation so that Buyers may purchase the Integrated Product(s) during checkout. “Company API” means Company’s proprietary application programming interface (including third-party software plugins and applications) and any related materials, including installation tools, sample code, source code, software libraries, keys, and Documentation provided by Company to Merchant.
Excluded Merchandise. If Company determines (a) that the Integrated Product(s) is not available for certain Merchandise, or (b) agrees to exclude certain Merchandise, in its sole discretion or at Merchant’s request (collectively, “Excluded Products”), the Excluded Products shall not be eligible for the Integrated Products.
Merchandise Information. Merchant shall permit Company to collect Merchandise Information while offering and administering the Integrated Product. “Merchandise Information” means information about Buyers who purchase the Integrated Product that Company deems necessary to offer and administer the Integrated Product and data collected from its administration, including Buyer name, mailing address, email address, telephone number, date of purchase, item purchased, shipping and delivery date, return date if returned, return operations processes, testing practices, data collected through Company’s pixel, return rates, conversion rates, attach rates, reason for return, and condition of item upon return, and such other information as Company may reasonably specify. This obligation does not require Merchant to share Buyer personal information beyond what is necessary for administration of the Integrated Product.

Product Enablement. Merchant may offer any Integrated Product made available to Merchant through the Platform by enabling such Integrated Product through the Platform or Company’s admin portal. Any Integrated Product that Merchant enables shall be governed by these Merchant Terms, including the product terms applicable to such Integrated Product set forth herein or as separately agreed between the parties in writing, effective upon enablement. In the event of any conflict between the product terms set forth herein and terms separately agreed between the parties in writing, the separately agreed terms shall control with respect to that Integrated Product. Merchant’s enablement of an Integrated Product constitutes Merchant’s acceptance of the product terms applicable to that Integrated Product set forth herein.
Company API. Company enables Merchant to offer the Integrated Product(s) through the Company API. Merchant shall integrate, or permit Company to integrate, the Integrated Product(s) into Merchant’s storefront via Company’s API in accordance with the Documentation so that Buyers may purchase the Integrated Product(s) during checkout. “Company API” means Company’s proprietary application programming interface (including third-party software plugins and applications) and any related materials, including installation tools, sample code, source code, software libraries, keys, and Documentation provided by Company to Merchant.
Excluded Merchandise. If Company determines (a) that the Integrated Product(s) is not available for certain Merchandise, or (b) agrees to exclude certain Merchandise, in its sole discretion or at Merchant’s request (collectively, “Excluded Products”), the Excluded Products shall not be eligible for the Integrated Products.
Merchandise Information. Merchant shall permit Company to collect Merchandise Information while offering and administering the Integrated Product. “Merchandise Information” means information about Buyers who purchase the Integrated Product that Company deems necessary to offer and administer the Integrated Product and data collected from its administration, including Buyer name, mailing address, email address, telephone number, date of purchase, item purchased, shipping and delivery date, return date if returned, return operations processes, testing practices, data collected through Company’s pixel, return rates, conversion rates, attach rates, reason for return, and condition of item upon return, and such other information as Company may reasonably specify. This obligation does not require Merchant to share Buyer personal information beyond what is necessary for administration of the Integrated Product.

16. GENERAL PROVISIONS.

Independent Contractors. In making and performing this Agreement, Partner and Company act and shall always act as independent contractors, and nothing contained in this Agreement shall be construed or implied to create a partnership or employer and employee relationship between them. At no time shall either Party make commitments or incur any charges or expenses for, or in the name of, the other Party, except as may be expressly provided for herein. Nothing in this Agreement shall be construed: (i) to give either party the power to direct or control the daily activities of the other party, or (ii) to constitute the parties as principal and agent, employer and employee, partners, joint ventures, co-owners or otherwise as participants in a joint undertaking. Neither party shall have the power to bind the other party to any contract or the performance of any obligation of any kind, express or implied, to represent to any third party that it has any right to enter into any binding obligation on the other party’s behalf, or transfer, release or waive any right, title or interest of the other party.
Notices. Any notice or approval required or permitted under this Agreement will be in writing and will be sent by courier or mail, postage prepaid, or transmitted via email to the following address or to any other address that may be designated by prior written notice.

If to Company:

Seel, Inc 8 California Street, Suite 400 San Francisco, CA 94111, US Email: legal@seel.com

If to Partner:

E-mail provided through Partner’s platform

Any notice or approval sent by courier will be deemed received one day after its date of posting. Any notice or approval sent by mail will be deemed to have been received on the fifth business day after its date of posting. Any notice sent by email will be deemed received on the date sent if sent during normal business hours of the recipient, and on the next business day, if sent after normal business hours of the recipient.

Amendments; Modifications. Company may update these Merchant Terms from time to time by posting revised terms on the Platform or otherwise providing notice to Merchant. Continued participation in the applicable Seel program following notice of updated terms constitutes Merchant’s acceptance of such updated terms.
Attachment Rate. Partner agrees to share real-time data with Company that can be used to calculate the attachment rate. This data includes but is not limited to all aggregate order data regardless of whether the Integrated Product is purchased. This clause does not include any requirement to share Buyer personal information.
Assignment; Delegation. Merchant may not assign these Merchant Terms or delegate its performance without Company’s prior written consent. Any purported assignment in violation of this Section is void. Company may freely assign these Merchant Terms or any of its rights or obligations hereunder without Merchant’s consent. Subject to the foregoing, these Merchant Terms will be binding upon, and inure to the benefit of, the Parties, their successors, and their permitted assigns.
Severability. If any provision of this Agreement is invalid or unenforceable for any reason in any jurisdiction, such provision shall be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability. The invalidity or unenforceability of one or more of the provisions contained in this Agreement shall not have the effect of rendering any such provision invalid or unenforceable in any other case, circumstance or jurisdiction, or of rendering any other provisions of this Agreement invalid or unenforceable whatsoever.
Waiver. No waiver under this Agreement shall be valid or binding unless set forth in writing and duly executed by the Party against whom enforcement of such waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described therein and shall in no way impair the rights of the Party granting such waiver in any other respect or at any other time. Any delay or forbearance by either Party in exercising any right hereunder shall not be deemed a waiver of that right.
Force Majeure. Neither Party shall be responsible for any failure to perform due to causes beyond such Party’s reasonable control, including, without limitation, acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, failure to obtain export licenses or shortages of transportation, facilities, fuel, energy, labor or materials.
Inducements. In order to induce the Parties to commit the resources, forego other opportunities, optimize the Integrated Products, and incur the legal, accounting and incidental expenses necessary to support the launch of the Integrated Products as described herein, during the Term(s) of this Agreement: (i) Partner shall not initiate the in-house development of products that are substantially similar to the Integrated Products, or that would compete with the Integrated Products, without the prior written consent of Company; (ii) neither Party shall use the Confidential Information of the other Party to develop products without the prior written consent of the other Party; and, (iii) Partner shall not initiate, solicit nor negotiate with another company or person(s), or accept any offer or proposal, to develop or use any products substantially similar to the Integrated Products without the prior written consent of Company. For the avoidance of doubt, the foregoing restrictions do not include any existing Partner products that are already deployed in a production environment and that predate the Effective Date of this Agreement.
Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF OR TO THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS. FOR PURPOSES OF ALL CLAIMS BROUGHT UNDER THIS AGREEMENT, EACH OF THE PARTIES HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE COURTS OF THE STATE OF CALIFORNIA.
U.S. Government End-Users. Each of the Company Technology and the software components, including, without limitation, the Documentation, that constitute the Company Technology is a “commercial item” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government Buyers acquire the Company Technology and/or the Documentation with only those rights set forth therein.
Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one Agreement.
Headings. The headings in this Agreement are inserted merely for the purpose of convenience and shall not affect the meaning or interpretation of this Agreement.
Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Parties hereto with respect to the subject matter hereof and, except as specifically provided herein, supersedes and merges all prior oral and written agreements, discussions and understandings between the Parties with respect to the subject matter hereof, and neither of the Parties shall be bound by any conditions, inducements or representations other than as expressly provided for herein.
Press Release. The Parties agree that each Party has the right to use the other Party’s name and logo in lists of each Party’s customers, including on each Party’s website. Each Party shall also have the right to issue a press release relating to this Agreement, which approval shall not be unreasonably withheld or delayed, and Company shall have the right to conduct and disclose a relevant case study of the Partner, as agreed upon in writing by the Parties.
Tax Provisions. Company is the seller of the Integrated Product and is solely responsible for determining whether taxes must be collected, reported, or remitted in connection with the Integrated Product. If Company determines that sales tax must be collected on the Integrated Product Fee, Partner shall, upon Company's written notice: (i) collect such tax through Partner's tax calculation software with all applicable jurisdictions enabled; and (ii) maintain, and make available to Company upon reasonable request (including in connection with any audit), records of Integrated Product sales, taxes collected, and destination addresses.
Arbitration; Class Action Waiver. Class Action Waiver. (a) Agreement to Arbitrate. Merchant and Company agree that any dispute, claim, or controversy arising out of or relating to these Merchant Terms or any Seel program (collectively, “Disputes”) shall be resolved exclusively through final and binding arbitration, rather than in court, except that either party may bring a claim in small claims court if it qualifies. The Federal Arbitration Act, 9 U.S.C. §§ 1–16, governs the interpretation and enforcement of this Section. (b) Arbitration Rules and Forum. Arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures then in effect. The arbitration shall be conducted by a single arbitrator with experience in commercial technology agreements. The arbitration shall be held in San Francisco, California, or, at Merchant’s election, by videoconference. (c) Class Action Waiver. Merchant and Company each agree that any Dispute shall be brought solely in the parties’ individual capacities and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one party’s claims. If this class action waiver is found unenforceable with respect to a particular Dispute, then this entire Section shall be null and void as to that Dispute only, and such Dispute shall proceed in court subject to the Governing Law section. (d) Confidentiality. The arbitration proceedings and any award shall be maintained as confidential by both parties, except as may be necessary to confirm, vacate, or enforce the award or as otherwise required by law. (e) Fees and Costs. Each party shall bear its own attorneys’ fees and costs, unless the arbitrator determines that a claim or defense was frivolous, in which case the arbitrator may award reasonable attorneys’ fees to the prevailing party. Company shall pay any filing fees exceeding the fees Merchant would have incurred filing in court. (f) Survival. This Section survives termination or expiration of these Merchant Terms.

Independent Contractors. In making and performing this Agreement, Partner and Company act and shall always act as independent contractors, and nothing contained in this Agreement shall be construed or implied to create a partnership or employer and employee relationship between them. At no time shall either Party make commitments or incur any charges or expenses for, or in the name of, the other Party, except as may be expressly provided for herein. Nothing in this Agreement shall be construed: (i) to give either party the power to direct or control the daily activities of the other party, or (ii) to constitute the parties as principal and agent, employer and employee, partners, joint ventures, co-owners or otherwise as participants in a joint undertaking. Neither party shall have the power to bind the other party to any contract or the performance of any obligation of any kind, express or implied, to represent to any third party that it has any right to enter into any binding obligation on the other party’s behalf, or transfer, release or waive any right, title or interest of the other party.
Notices. Any notice or approval required or permitted under this Agreement will be in writing and will be sent by courier or mail, postage prepaid, or transmitted via email to the following address or to any other address that may be designated by prior written notice.

If to Company:

Seel, Inc 8 California Street, Suite 400 San Francisco, CA 94111, US Email: legal@seel.com

If to Partner:

E-mail provided through Partner’s platform

Amendments; Modifications. Company may update these Merchant Terms from time to time by posting revised terms on the Platform or otherwise providing notice to Merchant. Continued participation in the applicable Seel program following notice of updated terms constitutes Merchant’s acceptance of such updated terms.
Attachment Rate. Partner agrees to share real-time data with Company that can be used to calculate the attachment rate. This data includes but is not limited to all aggregate order data regardless of whether the Integrated Product is purchased. This clause does not include any requirement to share Buyer personal information.
Assignment; Delegation. Merchant may not assign these Merchant Terms or delegate its performance without Company’s prior written consent. Any purported assignment in violation of this Section is void. Company may freely assign these Merchant Terms or any of its rights or obligations hereunder without Merchant’s consent. Subject to the foregoing, these Merchant Terms will be binding upon, and inure to the benefit of, the Parties, their successors, and their permitted assigns.
Severability. If any provision of this Agreement is invalid or unenforceable for any reason in any jurisdiction, such provision shall be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability. The invalidity or unenforceability of one or more of the provisions contained in this Agreement shall not have the effect of rendering any such provision invalid or unenforceable in any other case, circumstance or jurisdiction, or of rendering any other provisions of this Agreement invalid or unenforceable whatsoever.
Waiver. No waiver under this Agreement shall be valid or binding unless set forth in writing and duly executed by the Party against whom enforcement of such waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described therein and shall in no way impair the rights of the Party granting such waiver in any other respect or at any other time. Any delay or forbearance by either Party in exercising any right hereunder shall not be deemed a waiver of that right.
Force Majeure. Neither Party shall be responsible for any failure to perform due to causes beyond such Party’s reasonable control, including, without limitation, acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, failure to obtain export licenses or shortages of transportation, facilities, fuel, energy, labor or materials.
Inducements. In order to induce the Parties to commit the resources, forego other opportunities, optimize the Integrated Products, and incur the legal, accounting and incidental expenses necessary to support the launch of the Integrated Products as described herein, during the Term(s) of this Agreement: (i) Partner shall not initiate the in-house development of products that are substantially similar to the Integrated Products, or that would compete with the Integrated Products, without the prior written consent of Company; (ii) neither Party shall use the Confidential Information of the other Party to develop products without the prior written consent of the other Party; and, (iii) Partner shall not initiate, solicit nor negotiate with another company or person(s), or accept any offer or proposal, to develop or use any products substantially similar to the Integrated Products without the prior written consent of Company. For the avoidance of doubt, the foregoing restrictions do not include any existing Partner products that are already deployed in a production environment and that predate the Effective Date of this Agreement.
Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF OR TO THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS. FOR PURPOSES OF ALL CLAIMS BROUGHT UNDER THIS AGREEMENT, EACH OF THE PARTIES HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE COURTS OF THE STATE OF CALIFORNIA.
U.S. Government End-Users. Each of the Company Technology and the software components, including, without limitation, the Documentation, that constitute the Company Technology is a “commercial item” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government Buyers acquire the Company Technology and/or the Documentation with only those rights set forth therein.
Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one Agreement.
Headings. The headings in this Agreement are inserted merely for the purpose of convenience and shall not affect the meaning or interpretation of this Agreement.
Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Parties hereto with respect to the subject matter hereof and, except as specifically provided herein, supersedes and merges all prior oral and written agreements, discussions and understandings between the Parties with respect to the subject matter hereof, and neither of the Parties shall be bound by any conditions, inducements or representations other than as expressly provided for herein.
Press Release. The Parties agree that each Party has the right to use the other Party’s name and logo in lists of each Party’s customers, including on each Party’s website. Each Party shall also have the right to issue a press release relating to this Agreement, which approval shall not be unreasonably withheld or delayed, and Company shall have the right to conduct and disclose a relevant case study of the Partner, as agreed upon in writing by the Parties.
Tax Provisions. Company is the seller of the Integrated Product and is solely responsible for determining whether taxes must be collected, reported, or remitted in connection with the Integrated Product. If Company determines that sales tax must be collected on the Integrated Product Fee, Partner shall, upon Company's written notice: (i) collect such tax through Partner's tax calculation software with all applicable jurisdictions enabled; and (ii) maintain, and make available to Company upon reasonable request (including in connection with any audit), records of Integrated Product sales, taxes collected, and destination addresses.
Arbitration; Class Action Waiver. Class Action Waiver. (a) Agreement to Arbitrate. Merchant and Company agree that any dispute, claim, or controversy arising out of or relating to these Merchant Terms or any Seel program (collectively, “Disputes”) shall be resolved exclusively through final and binding arbitration, rather than in court, except that either party may bring a claim in small claims court if it qualifies. The Federal Arbitration Act, 9 U.S.C. §§ 1–16, governs the interpretation and enforcement of this Section. (b) Arbitration Rules and Forum. Arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures then in effect. The arbitration shall be conducted by a single arbitrator with experience in commercial technology agreements. The arbitration shall be held in San Francisco, California, or, at Merchant’s election, by videoconference. (c) Class Action Waiver. Merchant and Company each agree that any Dispute shall be brought solely in the parties’ individual capacities and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one party’s claims. If this class action waiver is found unenforceable with respect to a particular Dispute, then this entire Section shall be null and void as to that Dispute only, and such Dispute shall proceed in court subject to the Governing Law section. (d) Confidentiality. The arbitration proceedings and any award shall be maintained as confidential by both parties, except as may be necessary to confirm, vacate, or enforce the award or as otherwise required by law. (e) Fees and Costs. Each party shall bear its own attorneys’ fees and costs, unless the arbitrator determines that a claim or defense was frivolous, in which case the arbitrator may award reasonable attorneys’ fees to the prevailing party. Company shall pay any filing fees exceeding the fees Merchant would have incurred filing in court. (f) Survival. This Section survives termination or expiration of these Merchant Terms.

BY CLICKING “I ACCEPT,” INSTALLING OR ENABLING A SEEL PRODUCT ON MERCHANT’S STOREFRONT, OR OTHERWISE INDICATING ACCEPTANCE, MERCHANT ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THESE MERCHANT TERMS.

Worry-Free Purchase Product Terms.

Worry-Free Purchase is a bundled offering consisting of the Worry-Free Delivery Product together with one (1) or more additional Integrated Product (Buy as Refundable or Return Shipping Integrated), as separately agreed between the parties. The terms applicable to each component, as set forth in the Program Terms and the applicable product terms herein, apply to that component within the Worry-Free Purchase bundle. Where a given item of Merchandise is eligible for only one component of the bundle, Merchant or Company, as applicable based on control of the widget, shall automatically adjust the widget to offer only the eligible component.

The Integrated Product Fee for the Integrated Product shall be as separately agreed between the parties and determined in accordance with Company’s proprietary pricing methodology.

Worry-Free Delivery Product Terms.

The Worry-Free Delivery Product allows Buyers to receive a full or partial refund if a Product purchased by a Buyer is damaged or lost in connection with shipment. Company’s then-current terms regarding what qualifies for a full or partial refund are available at https://www.seel.com/terms/shipping-protection-for-merchant. An example of a partial refund is where one item is damaged in a shipment but another item shipped in the same package is not.

Shipping Delays by Merchant. Notwithstanding anything to the contrary, Merchant shall be solely liable for any delays in delivery of Merchandise if Merchant, or a third party responsible for shipping on Merchant’s behalf, fails to ship a Product by the estimated shipment date provided at the time of purchase. For the avoidance of doubt, Company shall not be liable for any payout to a Buyer for a delivery delay; the shipment must be deemed lost or damaged, and therefore no longer deliverable to the Buyer.
Seel Worry-Free Delivery Terms. As of the Effective Date, and as available at https://www.seel.com/terms/worry-free-purchase, the Paramount Warranties are a marine/cargo policy which exclude specific events from Worry-Free Delivery, such as Free of Capture and Seizure (FC&S), Strikes, Riots, and Civil Commotions (SR&CC), Delay Clause, and Nuclear Exclusion Clause.
If (a) Merchandise is lost during shipment, or (b) Merchandise is damaged in connection with its shipment to a Buyer, the Buyer may initiate a request for a partial or full refund in accordance with Company’s policies and procedures. Company, in its sole discretion, shall determine any refund amount. Refunds will be made directly to the Buyer in the form(s) set forth between the parties (“Payout Methods”).

Shipping Delays by Merchant. Notwithstanding anything to the contrary, Merchant shall be solely liable for any delays in delivery of Merchandise if Merchant, or a third party responsible for shipping on Merchant’s behalf, fails to ship a Product by the estimated shipment date provided at the time of purchase. For the avoidance of doubt, Company shall not be liable for any payout to a Buyer for a delivery delay; the shipment must be deemed lost or damaged, and therefore no longer deliverable to the Buyer.
Seel Worry-Free Delivery Terms. As of the Effective Date, and as available at https://www.seel.com/terms/worry-free-purchase, the Paramount Warranties are a marine/cargo policy which exclude specific events from Worry-Free Delivery, such as Free of Capture and Seizure (FC&S), Strikes, Riots, and Civil Commotions (SR&CC), Delay Clause, and Nuclear Exclusion Clause.
If (a) Merchandise is lost during shipment, or (b) Merchandise is damaged in connection with its shipment to a Buyer, the Buyer may initiate a request for a partial or full refund in accordance with Company’s policies and procedures. Company, in its sole discretion, shall determine any refund amount. Refunds will be made directly to the Buyer in the form(s) set forth between the parties (“Payout Methods”).

Buy as Refundable Product Terms.

The Buy as Refundable Product allows Buyers to receive a refund if a Product purchased by a Buyer is returned in accordance with Company’s Return Policy.

Company Return Policy. Company shall provide Merchant with a written copy of Company’s policies for returning products under the Buy as Refundable Product (“Company Return Policy”), and Merchant shall display the Company Return Policy on its storefront in the manner and format specified by Company. The Company Return Policy specifies the terms and conditions under which items are eligible for return, including required condition, time within which returns are accepted, and responsibility for shipping fees. Company may modify the Company Return Policy or its display from time to time in its sole discretion. Merchant shall not change the Company Return Policy or its display without Company’s prior written approval. If there is any conflict between Merchant’s return terms and the Company Return Policy, the Company Return Policy shall govern.
Returns to Company. Merchandise shall be returned to Company and processed in accordance with the Company Return Policy. Buyers may initiate returns within seven (7) days of delivery. Company shall offer return shipping labels (bearing Company’s address) in accordance with its standard procedures, and the Buyer must return the Merchandise within seven (7) days of initiating the return. Regardless of Merchant’s standard policies, the Buyer is solely responsible for the cost of return shipping and any other costs of returning a product under the Buy as Refundable Product, and Merchant shall not pay any part of such costs unless the parties mutually agree. Company shall take receipt of and inspect each returned item.
If the Buyer is eligible for a refund under the Company Return Policy, Company shall initiate the refund directly to the Buyer within two (2) days from when Company approves the return. The refund amount shall be the entire purchase price of the returned Merchandise, plus any associated taxes paid by the Buyer, less any cost of return shipping and other costs of returning the Merchandise.
Disposition of Returned Merchandise. Company shall be the sole owner and merchant of record of all returned Merchandise eligible for return under the Company Return Policy and may liquidate such Merchandise in its sole discretion. If returned Merchandise is not eligible for return, Company shall follow its standard procedures for rejecting returns.
Merchant Error. If Merchant or its contractor made an error on the goods covered by the Buy as Refundable Product (such as shipping the wrong size or color, or defective goods), Merchant has full responsibility to process such returns under its own policies; such returns are not covered, and Company shall not pay any refund for them. If any such Merchandise is returned to Company, Company shall ship it to Merchant at Merchant’s expense for processing under Merchant’s standard procedures.

The Buy as Refundable Product allows Buyers to receive a refund if a Product purchased by a Buyer is returned in accordance with Company’s Return Policy.

Company Return Policy. Company shall provide Merchant with a written copy of Company’s policies for returning products under the Buy as Refundable Product (“Company Return Policy”), and Merchant shall display the Company Return Policy on its storefront in the manner and format specified by Company. The Company Return Policy specifies the terms and conditions under which items are eligible for return, including required condition, time within which returns are accepted, and responsibility for shipping fees. Company may modify the Company Return Policy or its display from time to time in its sole discretion. Merchant shall not change the Company Return Policy or its display without Company’s prior written approval. If there is any conflict between Merchant’s return terms and the Company Return Policy, the Company Return Policy shall govern.
Returns to Company. Merchandise shall be returned to Company and processed in accordance with the Company Return Policy. Buyers may initiate returns within seven (7) days of delivery. Company shall offer return shipping labels (bearing Company’s address) in accordance with its standard procedures, and the Buyer must return the Merchandise within seven (7) days of initiating the return. Regardless of Merchant’s standard policies, the Buyer is solely responsible for the cost of return shipping and any other costs of returning a product under the Buy as Refundable Product, and Merchant shall not pay any part of such costs unless the parties mutually agree. Company shall take receipt of and inspect each returned item.
If the Buyer is eligible for a refund under the Company Return Policy, Company shall initiate the refund directly to the Buyer within two (2) days from when Company approves the return. The refund amount shall be the entire purchase price of the returned Merchandise, plus any associated taxes paid by the Buyer, less any cost of return shipping and other costs of returning the Merchandise.
Disposition of Returned Merchandise. Company shall be the sole owner and merchant of record of all returned Merchandise eligible for return under the Company Return Policy and may liquidate such Merchandise in its sole discretion. If returned Merchandise is not eligible for return, Company shall follow its standard procedures for rejecting returns.
Merchant Error. If Merchant or its contractor made an error on the goods covered by the Buy as Refundable Product (such as shipping the wrong size or color, or defective goods), Merchant has full responsibility to process such returns under its own policies; such returns are not covered, and Company shall not pay any refund for them. If any such Merchandise is returned to Company, Company shall ship it to Merchant at Merchant’s expense for processing under Merchant’s standard procedures.

Return Shipping Integrated Product.

“Return Shipping Integrated Product”is an optional add-on product, subject eligibility requirements below. Company may offer Return Shipping Integrated Product (“RSI”) to Buyers for all eligible items identified within the Services as return shipping eligible. The ultimate eligibility of items for RSI shall be determined by Company in its reasonable discretion. When purchased, Return Shipping Integrated Product provides, at Company’s discretion, either return shipping labels or a reimbursement for the reasonable cost thereof that would otherwise be paid by Buyer for returns of eligible merchandise.
Eligibility Exclusions. Return Shipping shall not be available for: (i) items designated as final sale, non-returnable, or custom-made; (ii) hazardous materials or prohibited items as determined by applicable shipping carriers; (iii) oversized or overweight items exceeding 50 pounds in weight or 108 inches in combined dimensions (length + width + height); (iv) international returns; or (v) any other items that Company determines, in its sole discretion, are ineligible.
Return Shipping Fee. For purposes of this Agreement, the Return Shipping Integrated Product is bundled with the Worry Free Purchase Product as part of the Worry-Free Purchase Integrated Product, and the cost is to be included in the Integrated Product Fee for the Worry-Free Purchase Product. Company may charge a separate Return Shipping Fee where the Return Shipping Integrated Product is offered on a standalone basis outside this Agreement.

“Return Shipping Integrated Product”is an optional add-on product, subject eligibility requirements below. Company may offer Return Shipping Integrated Product (“RSI”) to Buyers for all eligible items identified within the Services as return shipping eligible. The ultimate eligibility of items for RSI shall be determined by Company in its reasonable discretion. When purchased, Return Shipping Integrated Product provides, at Company’s discretion, either return shipping labels or a reimbursement for the reasonable cost thereof that would otherwise be paid by Buyer for returns of eligible merchandise.
Eligibility Exclusions. Return Shipping shall not be available for: (i) items designated as final sale, non-returnable, or custom-made; (ii) hazardous materials or prohibited items as determined by applicable shipping carriers; (iii) oversized or overweight items exceeding 50 pounds in weight or 108 inches in combined dimensions (length + width + height); (iv) international returns; or (v) any other items that Company determines, in its sole discretion, are ineligible.
Return Shipping Fee. For purposes of this Agreement, the Return Shipping Integrated Product is bundled with the Worry Free Purchase Product as part of the Worry-Free Purchase Integrated Product, and the cost is to be included in the Integrated Product Fee for the Worry-Free Purchase Product. Company may charge a separate Return Shipping Fee where the Return Shipping Integrated Product is offered on a standalone basis outside this Agreement.

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Insurance benefits are provided by Seel Insurance Inc. or Arch Specialty Insurance Company, and policies are offered and administered by Seel Insurance Services, Inc., depending on jurisdiction and product availability. Coverage is subject to the terms, conditions, limitations, and exclusions of the applicable policy and may not be available in all jurisdictions. Carrier participation, eligibility, and product availability may vary by state in accordance with applicable laws and regulations.