Seals.app Terms and Conditions

Version 1, 20 September 2022

The following terms and conditions, including any referenced policies (collectively the “Terms and Conditions”) govern your (“you”, “your” and/or “User”) access to, and use of, Seals.app, including its related services, the portal(s) and the platform (collectively “Seals.app”) owned and operated by Strategy Object E.O.O.D. and its successors and assigns (“we” “us” and/or “our”).

By clicking to confirm acceptance of these Terms and Conditions, you agree to be bound by these Terms and Conditions as they may be amended, updated, supplemented or varied by us from time to time. Your access to and use of Seals.app is subject to your acceptance of these Terms and Conditions (as updated).

If you access or use Seals.app and you use an email address owned or controlled by your employer or another entity as you primary or sole email address for that account, we will deem you to have been authorised and represented by such party, and your click to accept these Terms and Conditions (as updated) will be considered to have bound your employer or that entity to these Terms and Conditions (as updated), and the word ‘you’, ‘your’ and ‘User’ in herein will refer to your employer or that entity (as applicable).

1. Definitions and Interpretation

“Account” means your account opened with Seals.app.

“Applicable Law” means any law, regulation, statute, rule, directive, treaty, judgment, order, guidelines, decree, interpretation, permit, injunction of any government agency, wherever in the world, and in each case, as amended from time to time, applicable to Seals.app (including any of the services provided in relation to Seals.app, the portal(s), the provision of the services, or the operation of, and payment under, these Terms and Conditions, from time to time.

“Feedback” has the meaning given to it in Clause 6.5.

“Intellectual Property Rights” means trademarks, service marks, rights in trade names, business names, logos or get-up, patents, rights in inventions or computer code, registered and unregistered design rights, copyrights, semiconductor topography rights, database rights, rights in domain names and URLs, and all other similar rights in any part of the world (including in know-how) including, where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registrations.

“Loss” means any claim, liability, damage, loss, compensation, judgment, award (including any tribunal award), cost, proceedings, demands, expense (including reasonable legal fees or other professional advice expenses), taxation, charge, fine, penalty or outgoing.

“Technological Change” means any development that customizes, enhances, or changes the existing functionality of Seals.app, including the creation of any new APIs, alternative User interfaces or extension to the existing data structure.

“User” means a Seals.app user.

2. Access and Use of Seals.app

2.1 Subject to your compliance with these Terms and Conditions, we will provide to you access and use of Seals.app, including its related services and functionalities.

2.2 As a condition of accessing or using Seals.app, you represent, warrant and undertake that:

Capacity and authority

(i) you have full capacity and authority to enter into and to agree to these Terms and Conditions; (ii) you agree to and will comply with our notices, guidelines and operating rules and policies (including our privacy policy) pertaining to your access to Seals.app which we issue from time to time. These notices, guidelines and operating rules and policies will generally be notified to you via Seals.app or such other method of notification as may be designated by us; (iii) the purposes for access to Seals.app are lawful and you will abide by all Applicable Laws in your use of Seals.app; (iv) you have the legal right, power and authority to perform the actions and submit any data on or to Seals.app (on your own behalf and on behalf of any person (including a business, organization or government entity) you may input data on behalf of) and that these Terms and Conditions constitutes legal, valid and binding obligations enforceable against you and/or such person. In such case, “you” and “your” includes you and such person (including a business, organization or government entity, as appropriate).

Seals.app Use

(i) all data provided by you, to us is true, accurate, complete, valid without any concealment and up-to-date at all times; (ii) you have sufficient rights (as applicable) to grant the rights (including any necessary consents required by Applicable Law) to us for use with Seals.app under these Terms and Conditions and that our use and processing of the data provided by you will not violate any Applicable Law or the rights (including Intellectual Property Rights) of any third parties; (iii) all User data uploaded by you does not infringe the Intellectual Property Rights of any party, and your and our use of such Data in connection with Seals.app will not infringe the legitimate rights and interests of any third party; and (iv) you will not use any of our property (or our affiliates) or Seals.app’s name, branding trademark, logo or any Intellectual Property Rights except to the extent explicitly authorized under these Terms and Conditions or otherwise with the prior written approval of us.

Use restrictions

You agree not to, and to ensure any third parties accessing and using Seals.app do not: (i) store, process, transmit, or make available content or technology (a) that is infringing, libellous, defamatory, harassing, obscene, illegal, violating privacy rights, or in violation of third-party rights, (b) that advocates or advances criminal hacking, cracking, or phishing, or (c) that is malicious content, unlawful software or malicious code, such as viruses, worms, time bombs, and other harmful or malicious files, scripts, agents, or programs; (ii) use Seals.app for illegal, threatening, or offensive uses purposes; (iii) access or use or attempt to access or use Seals.app in any way that causes, or may cause, damage or injury or reputational damage to us, our affiliates, our customers, our partners, our suppliers, our products or services, including our infrastructure, portal, platform and Seals.app, or to any other person or property; (iv) modify, copy, adapt, reverse engineer, decompile, or disassemble any element of, use data gathering or extraction tools, or otherwise discover any source code, object code, software programs, processes, algorithms, methods, techniques, data, or information embodied in Seals.app, or any feature, function or User interface thereof; (v) build similar or competitive products or services; (vi) use Seals.app for commercial timesharing, rental, or service bureau use; or (vii) disclose results of any benchmark tests of, or obtained through Seals.app to any third party without our prior written approval.

3. Seals.app User Registration

3.1 We reserve the right at any time to reject, restrict, suspend and/or terminate a User’s access to any Account or use of Seals.app if we believe that any User is in breach of these Terms and Conditions or any Applicable Laws; a User has not provided the documents and/or information reasonably requested by us; or a User has provided us with any inaccurate, incomplete or misleading information or made any inaccurate or misleading statement or warranty.

3.2 As part of the Account opening procedures or to comply with Applicable Law:

3.3 You agree that any actions conducted through Seals.app when using your Account (including instructions to submit or analyze Data) are authorized by you. You authorise Seals.app to act in accordance with your instructions (including any instructions Seals.app believes to be issued by you). We reserve the right not to follow or execute any instructions where we reasonably suspect the instruction or input is not from you.

3.4 We shall not be obliged or liable to verify that your instructions are accurate, timely, appropriate, lawful or complete. We are not liable for any Loss arising from your, or any third party’s, failure, delay or refusal to instruct or perform any actions in response to your instruction.

3.5 We may launch new services on Seals.app or change, suspend or cease the provision of the services on Seals.app or make any Technological Change from time to time. We will endeavor to provide you with reasonable notice in advance, through an announcement through the Seals.app platform, or other means. If you continue to use Seals.app after any Technological Change takes effect, you will be deemed to agree to and have accepted such Technological Change.

3.6 You agree and understand that Seals.app may be modified, updated, newly introduced, or discontinued from time to time in our sole discretion as part of our ongoing development and improvement of Seals.app. Any feature introduced at any time does not constitute any representation, warranty or undertaking that such feature or platform will be provided on a continuing basis.

4. Account Security and Confidentiality

4.1 We have adequate security measures in place to protect your information, including but not limited to using encryption technologies to keep your data private while in transit; reviewing our information collection and storage policies to prevent unauthorized access to our systems, and restricting personal information of personnel who need that information in order to process it.

4.2 You shall safeguard, keep confidential and protect your Account details and password(s) at all times and take all necessary steps and exercise reasonable care and diligence to prevent your Account details and password(s) from being used without authorization or fraudulently.

4.3 You shall inform us immediately if you become aware or discover that: (a) there have been any unauthorized instructions issued under your Account; (b) your Account details and/or password(s) may be or is lost, compromised, stolen by or disclosed to any unauthorized person(s); and/or (c) your Account details and password(s) have been used without authorization, and immediately take all reasonable steps to mitigate your damage and loss. You shall cooperate and follow our instructions in respect of any unauthorized instructions or lost, compromised, stolen or disclosed Account details and/or password(s), including re-setting your passwords. You remain liable and responsible for all loss and damage in connection with unauthorized instructions or lost, compromised, stolen or disclosed Account details and/or password(s) caused or contributed by your act or omissions or negligence.

5. Suspension, Maintenance, Upgrades, Reservation of Rights

5.1 We have the right to limit, suspend or revoke your access to Seals.app if we reasonably determine that (a) your use is in breach of these Terms and Conditions or Applicable Laws, (b) the operation of these Terms and Conditions, in whole or in part, would adversely affect the reputation of us (or our affiliates) or cause us (or our affiliates) to violate Applicable Laws, (b) suspension is necessary to avoid adverse impact to us, you or other Users, including if Seals.app (and/or our platform or the portal) is experiencing denial of service attacks, mail flooding, or other attacks or disruptions outside of our control, or (e) we required by Applicable Law or at the request of any government entity, agency or court. We reserve the right to terminate or cancel these Terms and Conditions immediately upon notice to you, including if our rights of suspension in this Clause arises, and/or terminate your access to your account and remove and destroy any information contained or associated with your account.

5.2 From time to time, we may need to suspend access to Seals.app to carry out technical maintenance, updates or repairs. We will endeavour to provide you with notice where the suspension of access to Seals.app is for scheduled reasons and we shall carry out any necessary maintenance, updates or repairs. However, we may not be able to provide you with any notice, including where such suspension is necessary because of an emergency.

5.3 Seals.app (including our portal(s) and platform), including third party services, products and/or data or information offered through Seals.app, may be unavailable from time to time, and may suffer occasional disruptions and outages, which may also mean you are not able to access, retrieve or use any or all data. We are not liable for any disruption or loss you may suffer as a result of any such loss, interruption, delay data. We recommend that you regularly backup data that you store or provide through Seals.app.

6. Intellectual Property

6.1 You (or your licensors) own and retain ownership over all Intellectual Property Rights to the data uploaded or provided by you and grant us an unlimited, irrevocable, perpetual, worldwide, non-exclusive, royalty-free licence to process and use the data for uses in connection with Seals.app and the provision of related services to you or other Users.

6.2 You acknowledge and agree that all Intellectual Property Rights to and subsisting in Seals.app (including the platform, the portal(s), the APIs, underlying technology and software, the services, the content, materials, layout and organisation of the Seals.app and any other materials provided by us to you) are owned by and shall remain with us (and our licensors).

6.3 We will not be responsible for any infringement of Intellectual Property Rights which arises from your use of Seals.app in breach or non-compliance with these Terms and Conditions or in connection with your Data.

6.4 We will own any and all Intellectual Property Rights in any and all metadata, user experience (including how our functionality or features are used, filter options, transactions ordering and the like), trade data collection information, statistical, aggregated, anonymized or derived data, including relating to the performance, operation, maintenance, User experience, insights and analysis of the use of Seals.app and/or platform.

6.5 You may from time to time provide feedback, information, improvements, support requests, suggestions, inputs and other observations in connection with Seals.app, our services or other products and services (collectively, the “Feedback”). You agree that all Intellectual Property Rights to such Feedback are and will be owned by us and you hereby assign any and all Intellectual Property Rights you may have presently or in the future in such Feedback to us upon creation.

7. Privacy

7.1 Please refer to our privacy policy for further information on how we collect, use, process, disclose and transfer any personal information which you acknowledge and agree to as a condition of accessing or using Seals.app.

7.2 You will be responsible for backing up and maintaining records of any data uploaded to Seals.app.

7.3 To the extent that you upload, disclose, transfer or process any personal data on Seals.app, you undertake that you have complied with, and shall comply with all Applicable Laws (including those governing data protection and privacy) and shall ensure that you have obtained all consents, rights, approvals, or legal right to upload, disclose, transfer or process such personal data for the relevant purposes.

7.4 In order to upgrade or migrate Seals.app to a different technical architecture, we may transfer your data to our employees, affiliates, suppliers and service providers located overseas, subject to having in place appropriate safeguards and conducting all overseas transfers in accordance with Applicable Law. You consent to us transferring data, and our employees, affiliates, suppliers and service providers accessing data for this purpose.

8. Exclusion of Liability

8.1 We do not warrant that Seals.app will meet any and all requirements of any user, or that the use of Seals.app will be uninterrupted, secure, timely or error free and neither we or any of our affiliates assume any responsibility of any kind for any interruption, interception, suspension, delay in the transmission, unavailability, blocking of any data or information in connection with Seals.app (including the platform, portal(s) and hosting). To the extent permitted by Applicable Law, Seals.app (including the platform, portal(s) and hosting) is provided "as is, as available" basis and without warranty or condition of any kind, whether expressed or implied, and any use of or reliance upon any part of Seals.app and/or the platform and/or portal(s) shall be at your sole risk.

8.2 Except to the extent prohibited by Applicable Law, we disclaim all warranties, representations, terms or conditions (oral or written, express or implied) or guarantees regarding Seals.app, including any implied warranties, terms or conditions relating to merchantability, title, non-infringement, or fitness for a particular purpose.

8.3 We will also not review or verify the data for accuracy, currency, quality or completeness and we disclaim all warranties, representations, guarantees (express or implied) in connection with (and shall not be responsible for) any data and any other third party content accessed, displayed or used (including your reliance on such data or information) in connection with or through Seals.app, our platform or any other services.

8.4 To the extent permitted by Applicable Law, we, our affiliates, and each of our and our affiliates’ third party providers and each of their officers, directors, employees, agents, independent contractors, successors and assigns, shall in no event nor for any reason whatsoever be liable, even if the relevant party has been advised of the possibility of such Loss, for any Loss, including direct, indirect, special, or consequential damage, or economic loss, arising from or in connection with:

8.4.1 your use or misuse of Seals.app; 8.4.2 any access, use, or the inability to access or use Seals.app; 8.4.3 any system, server or connection failure, error, omission, interruption, delay in transmission, computer virus, or other malicious, destructive or corrupting code, agent program or macros; 8.4.4 any temporary suspension of Seals.app (service, platform, portal(s) or otherwise) in accordance with these Terms and Conditions; 8.4.5 scheduled, urgent or emergency maintenance, upgrades or updates, as may be carried out by us from time to time; 8.4.6 any decisions made by you arising from, or any application of (or failure to apply) results obtained from the use of Seals.app; 8.4.7 the authenticity or accuracy of data; or 8.4.8 any problem, event or delay that is outside our reasonable control, including any force majeure event.

8.5 We do not have any contractual relationship with you in relation to Seals.app (including our platform, portal(s) and/or our services) other than these Terms and Conditions, and other than as expressly set out in these Terms and Conditions, we shall not have any liability to you for any matters arising out of or in connection with the Seals.app (including our platform, portal(s) and/or our services). To the extent that any liability under these Terms and Conditions cannot be excluded by Applicable Law but can be limited, our aggregate liability to you will be limited to an aggregate total amount of USD 1,000.

8.6 We and each of our and our affiliates’ third party providers and each of their officers, directors, employees, agents, independent contractors, successors and assigns, shall not be liable for any and all indirect, special, punitive or consequential Loss, or economic loss, loss of revenue, loss of profit, loss of data, loss of goodwill or opportunity or wasted expenditure arising from or in connection with these Terms and Conditions, Seals.app (including the portal(s) and platform) or our acts or omissions under these Terms and Conditions.

9. Indemnity

9.1 You agree to defend, indemnify and hold harmless us, our affiliates, and each of our and our affiliates’ directors, officers, agents and representatives from and against any and all Loss arising from or relating to: (a) your use of and access to Seals.app, and the transactions conducted by you through Seals.app; (b) your violation of any provision of these Terms and Conditions; (c) and your violation of any third-party right, including any intellectual property or privacy right.

9.2 This defence and indemnification obligation will survive the termination of these Terms and Conditions.

10. Miscellaneous

10.1 Confidentiality: You shall treat as strictly confidential and not disclose or use any information received or obtained in connection with these Terms and Conditions. However, this shall not prohibit the disclosure of such information to the extent: (a) required by Applicable Law; (b) it is or becomes publicly available other than as a result of a breach of an obligation of confidentiality; (c) the information is already in your possession or is independently developed by you; or (d) we have given prior written approval to the disclosure.

10.2 No assignment: You may not assign your rights or obligations under these Terms and Conditions without our prior written consent. We may assign our rights or obligations under these Terms and Conditions to any affiliate or third party.

10.3 Successors: These Terms and Conditions will bind you and our respective successors in title and assigns. These Terms and Conditions will continue to bind you notwithstanding any change in our name or constitution or our merger, consolidation or amalgamation with or into any other entity (in which case these Terms and Conditions will bind you to our successor entity).

10.4 Entire Agreement: These Terms and Conditions constitute the whole legal agreement between you and us and govern your use of Seals.app and completely replace any prior agreements between you and us in relation to Seals.app.

10.5 Subcontracting: We may engage any of our affiliates and/or local and/or overseas independent contractors and agents to operate Seals.app and perform its services as deemed appropriate by us.

10.6 Severability: Any terms and conditions of these Terms and Conditions are severable from and independent of other terms and conditions thereof. If any provision or term of these Terms and Conditions is held illegal, invalid or unenforceable under Applicable Laws, it shall be enforced to the extent permitted by Applicable Laws, and the remainder of these Terms and Conditions shall remain in full force and effect.

10.7 Exercise of Rights: No act, delay or omission on the part of us to exercise any right, power or right of indemnity under these Terms and Conditions shall operate as a waiver thereof or affect any subsequent or further exercise or enforcement of any such right, power or right of indemnity. The rights and remedies under these Terms and Conditions are accumulative, and not exclusive of any rights and remedies provided by Applicable Law.

10.8 Survival of Rights: The rights and obligations of the parties that by their nature survive termination or completion of these Terms and Conditions shall remain in full force and effect.

10.9 Force majeure: No party shall be liable to the other party for any failure to fulfil its duties hereunder if and to the extent that such failure results from an act or event affecting the performance by a party of its obligations hereunder arising from events beyond its reasonable control.

10.10 Amendments: We may amend these Terms and Conditions from time to time. If we make any amendments, we will make an announcement in respect of the amended provisions on Seals.app and/or by other means. If you maintain your Account(s) and/or continue to use Seals.app after the amendments take effect, you will be deemed to have accepted such amendments. You should therefore also frequently check the provisions of these Terms and Conditions, and any announcements and notices published on Seals.app.

10.11 Invalidity of any Provision: If any provision hereof is adjudged to be invalid, void or unenforceable, the parties agree that the remaining provisions hereof will not be affected thereby, that the provision in question may be replaced by a lawful provision that most nearly embodies the original intention of the parties, and that these Terms and Conditions will in any event remain valid and enforceable.

10.12 Third Party Rights: A person who is not a party to these Terms and Conditions has no right to enforce any term of, or enjoy any benefit under, these Terms and Conditions.

10.13 Governing Law: These Terms and Conditions have been made in and shall be construed and enforced in accordance with the laws of Dubai, United Arab Emirates. The parties consent to the exclusive jurisdiction of the Courts of the Dubai International Arbitration Centre.