Lasted Updated: 4/25/2025
YOUR USE OF AND ACCESS TO OUR SERVICES (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS OUR SERVICES IN ANY MANNER. If You accept or agree to these Terms and Conditions of Use on behalf of a company or other legal entity, You represent and warrant that You have the authority to bind that company or other legal entity to these Terms and Conditions of Use and, in such event, “You” and “Your” will refer and apply to that company or other legal entity in addition to You.
The purpose of this terms of use agreement (“Terms of Use”) is to set forth the terms and conditions under which Seel, Inc., and/or its affiliated companies (collectively, “Seel”, “we”, “us” or “our”), make our Internet website (“Site”) and related software-as-a-service platform (“Platform”), as well as any products and services made available thereon, including but not limited to Worry-Free Purchase Association (“Protection Services”), including but not limited to our insurance policies for our Protection Services (the “Worry-Free Purchase Association Policies”) and services (collectively, the Site, Platform, Worry-Free Purchase Association Policies, and other products and services made available through the Site and Platform, the “Services”) and the content and materials available on the Services (the “Content”) available to merchants, and the conditions under which such merchants may have access to and use such Services and Content.
Please read these Terms of Use carefully before accessing or using our Services or Content.
By accessing or using the Site and/or Services, by clicking on a button or taking any other action to signify Your acceptance of these Terms of Use, or by completing our account registration process, You: (1) agree to be bound by these Terms of Use and any future amendments and additions to these Terms of Use as published from time to time through the Site; and (2) represent You are of legal age in Your jurisdiction of residence to form a binding contract with Seel. These Terms of Use include the provisions in this document, as well as those in the Seel Privacy Policy.
Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Use or will be presented to You for Your acceptance when You sign up to access or use the Services. If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service(s). The Terms of Use, any applicable Supplemental Terms, and the Seel Privacy Policy are referred to herein collectively as the “Terms of Use”. Seel may modify these Terms of Use at any time from time to time without prior notice and such modification shall be effective: (1) for Consumers who first use the Site affected by such modification after the posting, upon posting by Seel on the Website, or; (2) for existing Consumers, thirty (30) days after posting by Seel on the Website. If You do not agree to the modification, You must cease Your use of the Website immediately and Your only recourse is to cease using the Services.
See our current Privacy Policy for information and notices regarding our collection and use of personal information, found at seel.com/privacy.
These Terms of Use incorporate the Data Processing Agreement (“DPA”), when either or both of (i) the Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the “GDPR”) or (ii) the California Consumer Privacy Act of 2018 (“CCPA”) apply to your use of the Services to process the categories of data defined in the DPA. The DPA was effective as of 25 May 2018 and this current version of the DPA replaces and supersedes any previously agreed data processing addendum between you and Seel relating to the processing of data regulated by the GDPR or CCPA.
Seel reserves the right to update and upgrade our product offerings in our sole discretion, including, without limitation, the “Seel Widget” and its Services.
Use of Services and Content
Seel develops and makes available to You applications designed to enhance Your e-commerce platform or, if You are a lawful buyer or consumer of goods and services (“Consumer”), Your online shopping experience. Our software applications are built as an add-on to a merchant’s existing online storefront, offering value-added features. Through our software applications, merchants can offer Consumers the opportunity to add their shipments to the Worry-Free Purchase Association Policies (as described in the “Insurance” section below). Seel provides software that allows Consumers to file a notice of loss in connection with the Protection Services. Upon an election to provide the Protection Services under the Worry-Free Purchase Association Policies, Consumers will receive a link to file such notices of loss.
In order to access certain features of the Site and Services, You may be required to register an Account (as defined below) and become a Registered Consumer. For the purposes of this Agreement, a “Registered Consumer” is a Consumer who has registered for any Account. When registering an account for the Services (“Account”), You agree to provide only true, accurate, current and complete information requested by the registration form (the “Registration Data”) and to promptly update the Registration Data thereafter as necessary to keep it current. You represent that You are not barred from using the Services under any applicable law and that You will be responsible for all activities that occur under Your Account. You may not authorize any third party (other than, if applicable, the employees, consultants or agents of the company or other legal entity You represent) to access or use our Services on Your behalf. You are responsible for maintaining the confidentiality of the user ID and password and are fully responsible for all activities that occur under Your user ID or password. You agree to immediately notify us of any unauthorized use of Your user ID or password or any other breach of security. We cannot and will not be liable for any loss or damage arising from any unauthorized use of Your account. You acknowledge and agree that You have no ownership or other property interest in Your Account and that all rights in and to Your Account are owned by and inured to the benefit of Seel.
Except as otherwise indicated, our Services and Content, and all rights thereto, are the property of Seel and/or our affiliated companies and are protected under U.S. copyright, trade secret, trademark and patent law as well as international treaty provisions, with all rights reserved. Seel and other related graphics, logos, service marks and trade names used on or in connection with the Services are the trademarks of Seel Inc. and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners. Subject to these Terms of Use, Seel grants You a limited license to install and use the Services solely for the purpose of operating Your online store. Any future release, update, or other addition to the Services and/or Content shall be subject to these Terms of Use. Seel, its suppliers, and its service providers reserve all rights not granted in Terms of Use.
Restrictions on Use of the Services
Except as authorized herein or with our prior written approval, You are prohibited from copying, modifying, displaying, distributing, transmitting, transferring, redelivering, publishing, selling, marketing, renting, leasing, licensing or sublicensing, creating derivative works, or otherwise using or making available to any third party/parties any of our Services or any of the Content for any purpose. Systematic retrieval of data from any of our Services or the Content thereon to create or compile, directly or indirectly, a collection, compilation, database or directory, unless with our express written permission, is prohibited. You agree that You will not, directly or indirectly, reverse engineer, decompile, reproduce or otherwise attempt to derive source code, trade secrets, or other intellectual property from any information, material, or technology included on any of our Services or in the Content. Any attempt to do so is a violation of our rights, and if You breach this restriction, You may be subject to prosecution and damages. You are strictly prohibited from accessing and/or using the Services or any Content to develop, or have a third party develop, a product or service that is similar or competitive to the Services, including but not limited to any product or service that offers or makes available Protection Services to its customers.
SMS Messaging
Seel is compliant with the Telephone Consumer Protection Act and other relevant regional laws and regulations, which means Seel will not send SMS messages without prior explicit consent. In instances where Seel sends SMS messages on Your behalf, You are also required to comply with the relevant regional laws and regulations, including without exception gathering explicit consent and regulating the use and frequency of SMS messages.
Affiliate Trademark and Intellectual Property Rights
If You are a merchant or other commercial enterprise (or are acting on behalf of such person), during the Term of this Agreement (“Affiliate Program”), You hereby consent to and grant a limited, revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free, worldwide license to Seel to use Your trademarks, trade names, service marks, trade-dress, and other marks (collectively “Marks”) and other designations, copyrights (including photographs and other images), data (including product catalogs or user signals), or other materials (collectively “Materials”), including, at Our discretion, for the purpose of advertising, marketing and promoting Your brand and products online.
You shall retain all right, title and interest in and to Your Marks and Materials. If in the course of exercising its right to use the Marks and Materials as specified herein, Seel acquires any goodwill in the Marks and Materials, all such goodwill shall automatically vest in the owner of the Marks and Materials without any separate action, payment or other consideration of any kind, and, upon request, Seel shall, at the other party’s expense, take all such actions and execute all such documents as may be necessary to effect such vesting in the owner of the Marks and Materials.
You will indemnify, defend and hold Us harmless, at Your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against Us (and Our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with Us to the extent that such action is based upon or arises out of: (i) Your participation in the Affiliate Program; (ii) Our use of the Marks or Materials (as defined herein) that You provided to us, or (iii) Your noncompliance with or breach of these Terms and Conditions.
Insurance Products
A summary of the Worry-Free Purchase Associations Cargo Insurance Policy can be found at seel.com/insurance. Worry-Free Purchase is subject to and strictly limited by the terms of Worry-Free Purchase Association’s underlying cargo policy underwritten by the insurer Seel Insurance, Inc.
Worry Free Purchase
The Worry-Free Purchase Product is a service provided by Worry-Free Purchase Association and offered by authorized legal entities, including platforms and other e-commerce sites (“Partners”) to Consumers. In order for Worry-Free Purchase Association to extend Worry-Free Purchase protection to a Consumer, Worry-Free Purchase Association’s licensed producer, Seel Insurance Services, Inc. procures an insurance policy (“the Worry-Free Purchase Association Policy”) from our own licensed property and casualty insurer, Seel Insurance, Inc. In some jurisdictions, we may also choose to procure insurance contracts from other entities. The Policy extends insurance to online purchases that are lost or damaged while in transit. Through our software applications, merchants can offer Consumers the opportunity for shipping protection that would be protected by the Worry-Free Purchase Association Policy. Seel provides software that allows Consumers to file a notice of loss, damage or delay. Upon an election to protect their shipments under the Worry-Free Purchase Association Policy, Consumers will receive a link to file such notices of loss, damage or delay (the foregoing being collectively referred to herein as, “Worry-Free Purchase Association”).
Merchants cannot file a claim on behalf of a customer unless specifically requested by that customer. Worry-Free Purchase Association reserves the right to require evidence of the customer’s request before processing the claim.
As a merchant, upon Your input of Your billing information to Your Seel Account, a widget will go live on Your website. Seel reserves the right to change its pricing at any time. If Your customers opt into Worry-Free Purchase, this charge will appear for such customers to review and verify at checkout. The Seel Platform may, from time to time at Seel’s sole discretion, test cost variances to identify the optimal conversion rate. Upon Your agreement to these Terms of Use, the Seel Platform and access to the Policy will be activated on Your site.
As a customer of a merchant that offers Worry-Free Purchase, your election to add packages to the Worry-Free Purchase Association Policy is entirely optional. You have the option of obtaining protection from an alternative source or not at all. With respect to goods purchased on a subscription basis, adding Worry-Free Purchase to an initial subscription purchase will automatically add Worry-Free Purchase to all subsequent installments of said subscription. To cancel Worry-Free Purchase, you must cancel your original subscription with the merchant. Notwithstanding anything to the contrary, if your order is partially cancelled for any reason, you will not receive a refund or partial refund from Worry-Free Purchase Association pertaining to any Services purchased.
If You elect to add packages to the Worry-Free Purchase Association Policy, Seel will provide You with a link to a summary of the Worry-Free Purchase Association Policy and instructions to file a notice of loss. The Policy does not cover the following absent a fully executed written amendment from Worry-Free Purchase Association (collectively the “Policy Exclusions”):
Automobiles and motorcycles; Boats and yachts; Live animals; Cash; Lumber; Ceramic, marble or granite tiles, slab blocks countertops or statues; Negotiable papers; Cigarettes and other tobacco products; Raw cotton; Pharmaceutical drugs; Fine arts (valued in excess of $10,000 per piece); Precious stones and metals; Flowers; Scrap metal, steel metal and steel metal products; automotive engines; general used automotive merchandise made of metal; Glass windows, plate glass and similar goods; Securities; Government actions of any type; Shipping costs
Worry-Free Purchase Association is not liable for more than $250,000 for any one vessel or conveyance per any one account of the Assured, except that in the following cases, this insurance shall not cover more than: $5,000 any one package or shipment, $2,500 any one package or shipment containing a laptop or tablet computer, mobile/smart phone or watch (“Worry-Free Purchase Limit”); Limit of Liability for Delay-Any one package or shipment: USD $10.00. At no point will a claim exceed the original sales price paid for any lost or damaged item.
Any shipments that exceed the Worry-Free Purchase Limit will not be covered by the Worry-Free Purchase program. If for any reason payments are billed/collected for shipments that exceed the Worry-Free Purchase Limit, the excess amount will be returned to the subscriber. Worry-Free Purchase attaches from the time the covered goods commence transit and/or are located anywhere incidental to transit and continues during the ordinary course of transit until transportation terminates at final destination or the assured’s interest ceases, whichever occurs first.
Historical Data. Partner or merchant shall provide Seel with such historical data as Seel may reasonably request from time to time. Upon downloading of a Seel application through Shopify or other similar Platforms by Partner or merchant, certain data may be automatically shared with Seel. This may include but is not limited to Order Data, Quotation Data, Claims Data, and Fulfillment Data. Seel agrees to comply with all applicable Data Privacy Laws in regards to this data.
Merchandise Information. Partner shall permit Seel to collect Merchandise Information while offering and administering the Worry-Free Purchase Product, whether a Seel Product was purchased or not. Seel shall be the sole owner of Product Information; provided, however, any information that is both Merchandise Information and Partner Content shall be jointly owned.
Cancellation: If a Consumer voluntarily decides to cancel their Worry-Free Purchase protection, they must give notice in writing to support@seel.com or use the self-service cancellation process prior to the fulfillment of their order by the merchant. Once an order has been fulfilled or marked as fulfilled by the merchant, a Consumer may no longer cancel their Worry-Free Purchase protection.
Requirements for Notice of Loss, Damage or delay.
In general. In the event of a loss, damage or delay or event which may lead to a claim under this Policy, the Insured must give prompt notice to the Insurer and in all events no later than 90 days following the order date for the goods, or such shorter period of time for notice as required under this Policy.
Loss due to non-delivery. Where goods are presumed to be lost because the goods were not delivered, the Insured must report the loss to the Insurer no later than 30 days following the date on which the goods were shipped for domestic shipments or 60 days following the date on which the goods were shipped for international shipments.
Damage. Damage to goods must be reported to the Insurer no later than 15 days after the delivery date of the goods.
Delay. Delay in the delivery of goods must be reported no later than 7 days following the date on which the goods were shipped for domestic shipments or 30 days after the date the goods were shipped for international shipments. Unless the Terms in your email from Seel or Your page within resolution.seel.com indicate a different claims filing period.
Terms may vary depending on specific details agreed upon between Seel and Partners or merchants. Check the Terms in your email from Seel or login to resolution.seel.com to see the specific policies that apply to You.
Requirements for Buy as Refundable
Seel has developed a proprietary Buy as Refundable product (“Buy as Refundable Product”), which allows Consumers to receive a refund if a Product purchased by a Consumer is returned in accordance with the terms herein. This product may be offered individually or in conjunction with other Seel Products, such as Worry-Free Purchase.
Seel may charge each Consumer who elects to purchase Buy as Refundable a fee, as determined by Seel in its sole discretion (the “Buy as Refundable Fee”). Each and every Platform, Consumer, Partner and merchant acknowledges and agrees that the Buy as Refundable Fee may vary from product to product, transaction to transaction, and Consumer to Consumer in accordance with Seel’s proprietary pricing methodology. The Buy as Refundable Fee is non-refundable unless the Consumer’s order is canceled prior to shipment or Seel elects in its sole discretion to provide a refund.
Collection and Remission of Buy as Refundable Fees. Platform shall collect the Buy as Refundable Fee and any associated sales, use or other taxes from each Consumer who purchases Buy as Refundable at the time of sale and shall remit all Buy as Refundable Fees and any associated sales, use or other taxes to Seel. The Consumer shall pay the entire Buy as Refundable Fee and any associated sales, use or other taxes.
Offer of Buy as Refundable. Seel shall offer Buy as Refundable to Platform’s Consumers for all eligible items identified within the Services as Buy as Refundable Products (“Buy as Refundable Products”). The ultimate eligibility of items for the Buy as Refundable offer shall be determined by Seel in its sole discretion.
Integration Into e-commerce platform. Partner or a merchant shall integrate, or permit Seel to integrate, Buy as Refundable into the e-commerce platform via the Seel API in accordance with the Documentation provided by Seel so that Consumers may purchase Buy as Refundable through the e-commerce platform during the checkout process for all eligible items. Seel shall provide Partner or merchant with access to the Seel API consistent with Seel’s then-standard policies and procedures. Partner or merchant shall permit Seel to embed one or more pixels on the e-commerce platform in connection with offering Buy as Refundable. Seel may change the format, appearance or content of Buy as Refundable information and interface displayed to Consumers on the e-commerce platform from time to time in its sole discretion, and Partner or merchant shall grant Seel such access as is required to make such changes.
If Partner, 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 shipping defective goods, Partner or merchant has full responsibility to process such returns in accordance with its policies and procedures. Such returns are not covered under the Buy as Refundable Product, and Seel shall not pay any refund for them. If any such Merchandise is returned to Seel, Seel shall have the right to ship such Merchandise to Partner or merchant at Partner or merchant’s expense, and Partner or merchant shall process the return in accordance with the applicable standard policies and procedures for such returns.
In general - goods eligible for returns protection must be free of manufacturing defects or damage, either accidental or intentional. The return process for Sections 1-3 below must be initiated through the Seel portal within 7 calendar days of the date of delivery by the shipping company to be considered returnable, no exceptions.
1. Returns for Fit Issues - Should a clothing purchase not fit as expected, it may be eligible for return if tags are not removed and the item is in an unworn condition.
2. Returns for Wrong Item Shipped - Should the goods purchased be delivered and not match the item ordered, if they remain unused they may be eligible for return under this protection.
3. Returns for Changed Mind - Should You, the Consumer, receive the goods and change your mind, you may have the right to return unused goods in their original condition and packaging.
Cancellation: If a Consumer voluntarily decides to cancel their Buy as Refundable protection, they must give notice in writing to support@seel.com or use the self-service cancellation process prior to the fulfillment of their order by the merchant. Once an order has been fulfilled or marked as fulfilled by the merchant, a Consumer may no longer cancel their Buy as Refundable protection.
Requirements for Return Shipping Insurance.
Seel has developed a proprietary Return Shipping product (“Return Shipping”), which provides monetary compensation specifically for a return shipping label or a return shipping label for online purchases and shall be offered on the e-commerce platform to Consumers in accordance with the terms and conditions of the Agreement.
Historical Data. Partner or merchant shall provide Seel with such historical data as Seel may reasonably request from time to time. Upon downloading of a Seel application through Shopify or other similar Platforms by Partner or merchant, certain data may be automatically shared with Seel. This may include but is not limited to Order Data, Quotation Data, Claims Data, and Fulfillment Data. Seel agrees to comply with all applicable Data Privacy Laws in regards to this data.
RETURN SHIPPING OFFER. Offer of Return Shipping. Seel shall offer Return Shipping to Consumers for all eligible items identified within the Services as Return Shipping products (“Return Shipping”). The ultimate eligibility of items for the Return Shipping offer shall be determined by Seel in its sole discretion.
RETURN SHIPPING FEE. Seel may charge each Consumer who elects to purchase Return Shipping a fee, as determined by Seel in its sole discretion. Partner or merchant acknowledges and agrees that the Return Shipping Fee may vary from product to product, transaction to transaction, and Consumer to Consumer in accordance with Seel’s proprietary pricing methodology. The Return Shipping Fee is non-refundable unless the Consumer’s order is canceled prior to shipment or Seel elects, in its sole discretion, to provide a refund.
ADMINISTRATION. Partner or merchant shall offer Return Shipping in accordance with the following standards:
A. Integration Into e-commerce platform. Partner or merchant shall integrate, or permit Seel to integrate, the Return Shipping into the e-commerce platform via the Seel API in accordance with the Documentation provided by Seel so that Consumers may purchase the Return Shipping through the e-commerce platform during the checkout process for all eligible items. Seel shall provide Partner or merchant with access to the Seel API consistent with Seel’s then-standard policies and procedures. Partner or merchant shall permit Seel to embed one or more pixels on the e-commerce platform in connection with offering the Return Shipping. Seel may change the format, appearance or content of the Return Shipping information and interface displayed to Consumers on the e-commerce platform from time to time in its sole discretion, and Partner or merchant shall grant Seel such access as is required to make such changes.
B. Collection and Remission of Return Shipping Fees. Partner or merchant shall collect the Return Shipping Fee and any associated sales, use or other taxes from each Consumer who purchases the Return Shipping at the time of sale and shall remit by agreement all Return Shipping Fees and any associated sales, use or other taxes to Seel for Return Shipping to take effect.
C. Product Information. Partner or merchant shall permit Seel to collect Product Information in the course of offering and administering Return Shipping. Seel shall be the sole owner of Product Information; provided, however, any information that is both Product Information and Platform Content shall be jointly owned by the parties. “Product Information” means information about Consumers who purchase the Return Shipping that Seel deems necessary to offer and administer Return Shipping, and data collected from the administration of Return Shipping, including Consumer name, shipping address, phone number, date of purchasing Return Shipping, information of the order that they purchase Return Shipping for, and information on order shipment and delivery dates, testing practices, data collected through Seel’s pixel embedded on the e-commerce platform, and such other information as Seel may reasonably specify. Product Information does not include information that (a) is or becomes generally available to the public, other than as a result of disclosure in violation of these Terms; (b) becomes available from a third party, provided that such third party, so far as the Partner or merchant is aware, does not have a contractual, legal or fiduciary obligation of confidentiality to Seel any other person with respect to such information; or, (c) has been independently developed by Partner or merchant or its contractors without reference to any Product Information.
Good Faith Offer Of Return Shipping. Partner or merchant shall not purchase and shall not permit any of its employees, agents or contractors to purchase the Return Shipping and shall at all times act in good faith in performance of its obligations under these Terms.
Cancellation: If a Consumer voluntarily decides to cancel their Return Shipping Insurance, they must give notice in writing to support@seel.com or use the self-service cancellation process prior to the fulfillment of their order by the merchant. Once an order has been fulfilled or marked as fulfilled by the merchant, a Consumer may no longer cancel their Return Shipping Insurance protection.
Requirements for Buyback Guarantee
Seel has developed a proprietary Guaranteed Buyback product which allows Consumers to pay a fee at checkout for the option to return Merchandise to Seel for a partial refund, within a timeframe typically much later than a conventional return policy. Seel makes no guarantees as to the availability of Guaranteed Buyback product, the “Buyback Window”, the amount of time a Consumer has to return such Merchandise, or the price of the Guaranteed Buyback product, as the proprietary algorithm within the Integrated Product uses session level data to calculate the eligibility, length, and price of the Guaranteed Buyback product on a transaction by transaction basis.
If Partner, merchant or its contractor made an error on the goods covered by the Guaranteed Buyback Product, such as shipping the wrong size or color or shipping defective goods, Partner or merchant has full responsibility to process such returns in accordance with its policies and procedures. Such returns are not covered under the Guaranteed Buyback Product, and Seel shall not pay any refund for them. If any such Merchandise are returned to Seel, Seel shall have the option to ship such Merchandise to Partner or merchant at Partner or merchant’s expense, and they shall process the return in accordance with their standard policies and procedures for such returns.
Cancellation: If a Consumer voluntarily decides to cancel their Guaranteed Buyback protection, they must give notice in writing to support@seel.com or use the self-service cancellation process prior to the fulfillment of their order by the merchant. Once an order has been fulfilled or marked as fulfilled by the merchant, a Consumer may no longer cancel their Guaranteed Buyback protection.
Requirements for Extended Warranty
Refer to this page or the specific Terms delivered to you upon purchase of an Extended Warranty policy by Seel.
CUSTOMER SERVICES AND SUPPORT.
Partner or merchant shall provide a single point of contact for Seel to forward Consumer inquiries and complaints relating to the Services. Partner or merchant shall respond within twenty-four (24) hours to inquiries and requests from Seel regarding any issues relating to Partner or merchant’s services. Partner or merchant shall be solely responsible for responding to and resolving all Consumer inquiries and complaints regarding Partner or merchant’s services. Partner or merchant shall maintain commercially reasonable resources for handling Consumer inquiries and complaints and shall process and respond to all such inquiries and complaints in a diligent and timely manner in accordance with commercially reasonable standards.
AUDIT.
If as the result of any audit conducted by Seel or its designees of Partner or merchant’s books, records or operations, Seel determines that Partner or merchant has underpaid any amounts due to Seel, Partner or merchant shall reimburse Seel the amount of any underpayments and pay Seel an additional amount equal to 20% of the total underpayment.
LICENSE TO ACCESS AND USE SEEL API.
A. Grant. Subject to the terms and conditions of these Terms, Seel hereby grants to Partner or merchant a limited, nonexclusive, nontransferable license to: (i) access and use the Seel API, during the Term, solely to make the Services available to Consumers via the e-commerce platform; and (ii) use and reproduce a reasonable number of copies of the Documentation for internal use in order to support Partner or merchant’s use of the Seel API. Seel grants the Partner or merchant this license on a royalty-free basis.
B. Acceptable Use. Partner or merchant shall use the Seel API solely in accordance with the Documentation, and Partner or merchant acknowledges and agrees that Seel may (but has no obligation to) use automated, technical or other means to monitor use of the Seel API and Services. Except as otherwise explicitly provided in this Agreement or as may be expressly permitted by applicable law, Partner or merchant will not, and will not permit or authorize its affiliates or third parties to: (a) rent, lease, or, except as explicitly set forth in this Agreement, otherwise permit third parties to use the Seel API or Documentation; (b) use the Seel API to provide services to third parties that violates any law, regulation, ordinance or code; (c) circumvent or disable any security or other technological features or measures of the Seel API or the Services, or attempt to probe, scan or test the vulnerability of a network or system, or to breach security or authentication measures; (d) upload or provide for processing any information or material that is illegal, defamatory, offensive, abusive, obscene, or that violates privacy or intellectual property rights of any third party; (e) use the Seel API to harm, threaten, or harass another person or organization; or (f) send, store, or distribute any viruses, worms, Trojan horses, or other disabling code or malware component harmful to a network or system. Platform will neither alter nor remove any trademark, copyright notice, or other proprietary rights notice that may appear in any part of the Seel API or Documentation and will include all such notices on any copies. Partner or merchant will be directly and fully responsible to Seel for its affiliates and third party users’ conduct and any breach of these Terms by them. Seel reserves the right to deactivate, change, or require Partner or merchant to change Partner or merchant’s user ID and any custom or vanity URLs, custom links, or vanity domains Partner or merchant may obtain through the Service or Seel API for any reason or for no reason. Seel may exercise such right at any time, with or without prior notice.
BETA VERSION AND FEEDBACK.
If Partner or merchant wishes to utilize an evaluation “beta” version of the Services, and Seel makes a beta version of the Services available to Partner or merchant, the following shall apply: Partner or merchant understands and agrees that the Services represent a beta test version of unreleased software and services that may contain bugs, defects, and errors. In exchange for the licenses granted to Partner or merchant to use such software and products, Partner or merchant agrees to use good faith efforts to test, use, and evaluate the Services in live operations, and to promptly report to Seel, either orally or in writing, any errors, problems, defects, or suggestions for changes and improvements to the Services (collectively, “Feedback”). Partner or merchant acknowledges and agrees that all Feedback and all intellectual property rights therein are the exclusive property of Seel, and hereby assigns to Seel all right, title and interest to any and all Feedback. Without limiting the foregoing, Seel may incorporate Feedback into its products and services and Partner or merchant will gain no rights in such products or services by virtue of having disclosed Feedback. Partner or merchant agrees and acknowledges that the products and services incorporating such Feedback will be the sole and exclusive property of Seel, and Partner or merchant will gain no right, title or interest in or to the Services, Documentation or any Seel products by virtue of Partner or merchant’s provision of Feedback to Seel or for any other reason.
CONFIDENTIALITY AND SECURITY.
A. Confidentiality.
i. All parties agree Product Information is confidential and proprietary to Seel. Partner or merchant shall use Product Information solely for the purpose of performing its obligations under these Terms and shall not disclose Product Information to any person other than as permitted by these Terms. Partner or merchant shall not disclose Product Information to any third party.
ii. If Partner or merchant is required by law, including by interrogatories, requests for information or other documents in legal proceedings, subpoena, civil investigative demand or any other similar process, to disclose any Product Information, Partner or merchant shall, to the extent not prohibited by law, provide Seel with prompt written notice so that Seel has an opportunity to seek a protective order or other appropriate remedy. If such remedy is not obtained or Seel waives its right to obtain such remedy, Partner or merchant shall disclose only that portion of the Product Information which it is legally required to disclose, and Partner or merchant shall exercise commercially reasonable efforts to obtain reliable assurance that confidential treatment shall be accorded any Product Information so disclosed.
iii. Upon termination, Partner or merchant shall return or destroy all Product Information at its sole expense, except to the extent necessary to perform Partner or merchant’s obligations with respect to the Services sold prior to termination. Notwithstanding the foregoing, Partner or merchant may retain Product Information as required by law. Partner or merchant shall maintain the confidentiality and security of any Product Information so retained in accordance with the requirements of these Terms and, at its sole expense, return or destroy the Product Information promptly once it no longer is required to be maintained.
B. Data Security. Partner or merchant shall maintain commercially reasonable safeguards to protect against the disclosure or unauthorized use of Product Information in its care or custody. If Partner or merchant discovers or is notified of a breach or potential breach of security relating to Product Information (a “Security Breach”), Partner or merchant shall notify Seel as soon as practicable but no event later than twenty-four (24) hours after Partner or merchant’s discovery or receipt of notification of the Security Breach. Partner or merchant shall provide such information as Seel may request concerning any Security Breach and any affected or potentially affected Product Information and shall cooperate fully with Seel and Seel’s designees to investigate and mitigate the Security Breach.
SUSPENSION OF SERVICES.
Seel may suspend the Services provided under these Terms at any time and for any or no reason, at Seel’s sole discretion.
TERMINATION.
A. Right to Terminate. Seel may terminate these Terms at any time with or without cause upon written notice to Partner or merchant.
B. Effect of Termination. Upon termination of these Terms, Partner or merchant shall immediately cease use of all Services provided under these Terms and delete or destroy all copies of the Documentation provided in connection with these Terms in the possession or control of Partner or merchant, except to the extent necessary to administer Services sold prior to the effective date of termination. Termination shall not impair either party’s then-accrued rights, obligations, liabilities or remedies. For the avoidance of doubt, Seel shall continue to provide the Services described in these Terms to all Consumers who have purchased the Services prior to the effective date of termination, and Partner or merchant shall continue to administer such Services and provide Seel with all Fees received after the effective date of termination in accordance with these Terms. Termination of these Terms will not affect any other Agreement or Addenda in effect between Seel and the Partner or merchant.
Third-Party Services
Your use of the Seel Services and/or Content may contain links to third-party services (“Third-Party Services”). When You use Third-Party Services, we will not warn You that You have left the Seel Services and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Services are not under the control of Seel. Seel is not responsible for any Third-Party Services. Seel provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith. You use all links in Third-Party Services at Your own risk. When You leave our Website, the Agreement and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation You feel necessary or appropriate before proceeding with any transaction with any third party.
Intellectual Property
We own and retain all right, title, and interest in and our Services (except for any licensed content and software components included therein). You agree not to reverse engineer, decompile, distribute, license, sell, transfer, disassemble, copy, alter, modify, or create derivative works of our Services or otherwise use our Services in any way that violates the use restrictions contained in these Terms of Use. We do not grant You any license, express or implied, to any of our intellectual property or that of our licensors. You further acknowledge and agree that any information regarding the design, “look and feel”, specifications, components, functionality or operation and payment terms and pricing (if applicable) of our Services is considered our confidential and proprietary information (collectively “Confidential Information”).
You retain all right, title and interest in and to (a) all graphics, images, files, data and other information transmitted by You to Seel in connection with its use of our Services and (b) reports and other materials generated by our Services following such transmission (collectively, “Member Data”), provided, however, that You hereby grant to us a permanent, worldwide, royalty-free, non-exclusive license to use (i) data generated as a result of Your use of our Services solely for purposes of (x) maintaining and improving our Services and (y) providing You with access to special product offers and promotions and (ii) non-identifiable, anonymous, aggregated data regarding Your use of our Services compiled by us.
Our graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of Seel in the U.S. and/or other countries. Our trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without our prior written permission. We also reserve the right to determine and control all aspects (including all functionality) of the Service and our trade dress, as well as the right to re-design, modify and remove any or all aspects of them. You shall retain all right, title and interest in and to all of Your logos, promotional graphics and related marketing designs (collectively, the “Member Art”), provided, however, that You hereby grant to us a permanent, worldwide, royalty-free, non-exclusive license to use the Member Art, as well as Your corporate and/or trade name, for purposes of fulfilling its obligations hereunder and marketing our products and services to third parties.
General Prohibitions
Your use of the Services is further subject to the following additional restrictions:
You represent, warrant, and agree that You will not contribute any content or otherwise use our Services or interact with our Services in a manner that: (i) Infringes or violates the intellectual property rights or any other rights of anyone else (including us); Violates any law or regulation, including any applicable export control laws; Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable; (ii) Jeopardizes the security of Your Seel account or anyone else’s (such as allowing someone else to log in to our Services as You); (iii) Attempts, in any manner, to obtain the password, account, or other security information from any other user; (iv) Violates the security of any computer network, or cracks any passwords or security encryption codes; (v) Runs Maillist, Listserv, any form of auto-responder or “spam” on our Services, or any processes that run or are activated while You are not logged into our Services, or that otherwise interfere with the proper working of our Services (including by placing an unreasonable load on our Services’ infrastructure); (vi) “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to our Services or Content (through use of manual or automated means); (vii) Copies or stores any significant portion of the Content; (viii) Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to our Services. A violation of any of the foregoing is grounds for immediate termination of Your right to use or access our Services.
Digital Millennium Copyright Act Notice
If You believe that Your intellectual property rights have been violated by something on our Services, please contact our copyright agent as follows:
Seel, Inc., Attention: Legal, 8 California Street, Suite 400,San Francisco, CA, 94111
and provide the following information:
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; Identification of or a representative list of the work You believe has been infringed; Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; Information reasonably sufficient to permit us to contact You; A statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and A statement that the information in the notification is accurate, and under penalty of perjury, that You are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Indemnification
You agree to indemnify and hold Seel, its parents, subsidiaries, affiliates, officers, employees, contractors, agents, business Partners, and licensors (collectively, the “Seel Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your unauthorized use or misuse of the Services; (b) Your violation of this Agreement; (c) Your violation of any rights of another party, including any other Consumers; or (d) Your violation of any applicable laws, rules or regulations. Seel reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will fully cooperate with Seel in asserting any available defenses. You agree that the provisions in this Section will survive any termination of this Agreement or Your access to Services.
Disclaimer of Warranty
YOUR USE OF ANY OF OUR SERVICES AND ANY OF THE CONTENT, INCLUDING BUT NOT LIMITED TO SERVICES, POLICY INFORMATION, GRAPHICS, TEXT AND HYPERLINKS OR REFERENCES TO OTHER WEBSITES, IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL WARRANTIES IN CONNECTION WITH OUR SERVICES AND THE CONTENT. OUR SERVICES AND ALL CONTENT IS PROVIDED “AS IS”, “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FURTHER, WE DO NOT MAKE ANY OTHER REPRESENTATIONS OR WARRANTIES THAT OUR SERVICES OR CONTENT WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED OR FREE FROM ERRORS, THAT ANY ERRORS WILL BE CORRECTED, OR THAT THE SERVICES OR CONTENT WILL BE FREE FROM MALICIOUS SOFTWARE, VIRUSES OR OTHER HARMFUL COMPONENTS. FURTHER, WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR RESULTS OF THE USE OF THE SERVICES OR ANY OF THE CONTENT, NOR THE ADEQUACY, ACCURACY OR COMPLETENESS OF THE SERVICES OR ANY CONTENT OR ANY OF THE INFORMATION, PRODUCTS OR SERVICES PROVIDED THROUGH THE SERVICES OR CONTENT. NO ORAL OR WRITTEN INFORMATION GIVEN BY ANY PARTY SHALL CREATE ANY SUCH WARRANTIES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU. IN NEW JERSEY, THE ABOVE DISCLAIMER OF THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE DOES APPLY TO YOU BUT DOES NOT LIMIT OUR LIABILITY FOR A VIOLATION OF A STATUTORILY IMPOSED DUTY.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM, AND YOU AGREE NOT TO HOLD US RESPONSIBLE FOR, ANY LOSSES, DAMAGES, INJURIES, CLAIMS OR OTHER LIABILITY OF ANY KIND, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR ACCESSING OR USING OR INABILITY TO ACCESS OR USE ALL OR ANY PART OF ANY OF OUR SERVICES OR ANY OF THE CONTENT, OR YOUR RELIANCE ON SUCH SERVICES AND/OR CONTENT, OR ANY FAILURE OF PERFORMANCE, ERROR, INTERRUPTION, DEFECT, DELAY IN TRANSMISSION, COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS OR CONTENT, OR LINE OR SYSTEM FAILURE ASSOCIATED WITH SUCH SERVICES AND/OR CONTENT, REGARDLESS OF OUR NEGLIGENCE AND/OR KNOWLEDGE THEREOF.
UNDER NO CIRCUMSTANCES WILL WORRY-FREE PURCHASE ASSOCIATION BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID TO WORRY-FREE PURCHASE ASSOCIATION BY YOU DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY AND (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF SEEL FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A SEEL PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A SEEL PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
THE LAW IN CERTAIN STATES, INCLUDING NEW JERSEY, MAY NOT ALLOW THE DISCLAIMER OR EXCLUSION OF ANY OR ALL OF SUCH LIABILITY, AND AS SUCH, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NEW JERSEY, THIS PROVISION DOES NOT LIMIT OR EXCLUDE OUR LIABILITY FOR OUR OWN INTENTIONAL TORTS, WILLFUL OR RECKLESS CONDUCT, GROSS NEGLIGENCE, OR VIOLATION OF A STATUTORILY IMPOSED DUTY.
International Consumers
Services can be accessed from countries around the world and may contain references to services and content that are not available in Your country. These references do not imply that Seel intends to announce or promote the availability of such services or content in Your country. Services are controlled and offered by Seel from its facilities in the United States of America. Seel makes no representations that Services are appropriate or available for use in other locations. Those who access or use Services from other countries do so at their own volition and are responsible for compliance with local law.
Dispute Resolution
Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires You to arbitrate disputes with Seel and limits the manner in which You can seek relief from us.
You agree that any dispute or claim relating in any way to Your access or use of the Services, to any products sold or distributed through the Services (including any Seel Policies), or to any aspect of Your relationship with Seel, will be resolved by binding arbitration, rather than in court, except that (1) You may assert claims in small claims court if Your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) You or Seel may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement.
IF YOU AGREE TO ARBITRATION WITH SEEL, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST SEEL ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST SEEL IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THIS AGREEMENT, INCLUDING THIS ARBITRATION AGREEMENT.
Arbitration Rules and Forum
You agree that any dispute, claim or controversy arising out of or relating to these Terms or the Service (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). You will also have the right to litigate any other Dispute if you provide us with written notice to opt out of arbitration (“Arbitration Opt-out Notice”) by email at support@seel.com within thirty (30) days following the date you first accept these Terms, or if you have not registered for an account, then within thirty (30) days following the date you first use our Service. If you don’t provide us with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide us with an Arbitration Opt-out Notice, will be the state and federal courts located in the State of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide us with an Arbitration Opt-out Notice, you acknowledge and agree that you are waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding.
Further, unless we otherwise agree in a writing signed by an authorized representative, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If a decision is issued stating that applicable law precludes enforcement of any limitations set forth in this agreement to arbitrate on the right to arbitrate claims on a class or representative basis, or as part of a consolidated proceeding, as to a given claim for relief, then that claim (and only that claim) must be severed from the arbitration and brought in the state or federal courts located in the State of California. All other claims will be arbitrated.
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Arbitration Agreement” section. (The AAA Rules are available at https://www.adr.org/Rules or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. AAA provides a general form for a Demand for Arbitration and may provide a separate form for Demand for Arbitration for residents of a particular state, such as California. The arbitrator will be either a retired judge or an attorney licensed to practice law with at least 15 years of experience and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Unless you agree with us otherwise, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that are submitted to the arbitrator, unless you request a hearing, or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration, you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law. We will not seek, and hereby waive all rights we may have under applicable law to recover, attorneys’ fees and expenses if we prevail in arbitration.
Cooperation
The Consumer shall cooperate with Worry Free Purchase Association in the conduct of the investigation of an alleged loss, and upon Worry Free Purchase Association’s request, secure and give evidence as requested which may include but is not limited to: submitting to a sworn proof of loss, filing and providing a police report(s), giving witness statements, photographs, and documentation from shippers and shipping companies as required. Failure to cooperate in an investigation can influence the approval of a loss and the time it takes to approve the same.
Miscellaneous
The communications between You and Seel use electronic means, whether You visit Services or send Seel e-mails, or whether Seel posts notices on Services or communicates with You via e-mail. For contractual purposes, You (1) consent to receive communications from Seel in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications related to these Agreement that Seel provides to You electronically satisfy any legal requirement that such communications would satisfy if they were made in writing in a physical document. The foregoing does not affect Your statutory rights.
This Agreement, and Your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by You without Seel’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
Seel shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
To the extent the parties are permitted under this Agreement to initiate litigation in a court, both You and Seel agree that all claims and disputes arising out of or relating to this Agreement or the Services will be litigated exclusively in the state courts located in California or federal courts located in the State of California.
This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
Where Worry-Free Purchase Association requires that You provide an e-mail address, You are responsible for providing Worry-Free Purchase Association with Your most current e-mail address. In the event that the last e-mail address You provided to Worry-Free Purchase Association is not valid, or for any reason is not capable of delivering to You any notices required/ permitted by this Agreement, Worry-Free Purchase Association’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Worry-Free Purchase Association at the following address: Seel, Inc., Attention: Legal, 566 Brannan, San Francisco, CA, 94107. Such notice shall be deemed given when received by Worry-Free Purchase Association by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
If any portion of these Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
ANTI FRAUD STATEMENT
ANY PERSON WHO KNOWINGLY, AND WITH INTENT TO DEFRAUD OR DECEIVE ANY INSURANCE COMPANY, FILES A STATEMENT OF CLAIM CONTAINING ANY FALSE, INCOMPLETE OR MISLEADING INFORMATION IS GUILTY OF A FELONY.
Seel is a registered business in California, USA.