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SEON Terms of Service

Last updated: Wednesday, 03 August 2022
  1. INTRODUCTION



    This is important, so please read carefully! Thank you.

    1. These Terms of Service (“Terms of Service”) govern the access and use of the Services (as defined below). These Terms of Service are entered into by and between SEON Technologies Kft. and the legal entity who uses SEON’s Website or places a SEON Order via its representative (“Customer”) that

      1. accesses the Website (as defined below); or

      2. places a SEON Order (as defined below) for the services offered by SEON (as defined below); or

      3. ticks the dedicated checkbox implemented by SEON at the Website to accept these Terms of Service.

    2. In any of the above mentioned cases, you represent that you have civil and legal capacity, that you are of legal age and have the authority to accept and to bind the Customer to the SEON Order, these Terms of Service, including the following terms and conditions and policies, which are hereby incorporated by reference and constitute part of these Terms of Service:.

      1. Acceptable Use Policy ›

      2. Brand Usage Policy ›

      3. Support Terms ›

      4. Service Level Agreement ›

      5. Data Processing Agreement ›

      6. Data Sharing Addendum ›

    3. By ticking the dedicated checkbox implemented by SEON at the Website to accept these Terms of Service or by expressing agreement otherwise, Customer agrees to these Terms of Service and these Terms of Service become a binding commitment between Customer and SEON.

    4. No consumers. Customer may not use the Website and the Services in a consumer capacity. The Website and the Services are intended for use by businesses.

  2. DEFINITIONS
    1. “Account”  means a profile created by or on behalf of the Customer as a service area for the Customer.

    2. “Affiliate”  means in respect of a party, any entity that from time-to-time, directly or indirectly, Controls, is Controlled by, or is under common Control with that party, and any other entity agreed in writing by the parties as being an Affiliate in respect of either party.

    3. “Aggregated Data”  means data or information provided by Customer to SEON, created by SEON or generated in the course of using the Services that is anonymized and/or de-identified wherein the data does not identify or enable identification of the Customer, the Authorized Users, or any natural person.

    4. “Authorized User”  means the person that Customer allows to access and use the Services on its behalf by sending an invitation via the Services.

    5. “Beta Offerings”  mean Services and/or features that are identified as alpha, beta, non-GA, limited release, developer preview, or any such similarly designated services, products, features, and documentation offered by SEON in order to test and evaluate them.

    6. “Claim”  means an IPR Claim or a third-party claim against SEON where Customer has indemnity obligations under these Terms of Service.

    7. “Confidential Information”  means any and all information or data, in whatever form or storage medium, whether tangible or intangible, and whether disclosed directly or indirectly before or after the conclusion of these Terms of Service by or on behalf of the Discloser to the Recipient in writing, orally, through visual means, or by the Recipient's evaluation, observation, analysis, inspection or other study of such information, data or knowledge, which is now or at any time after the conclusion of these Terms of Service owned or controlled by the Discloser. Confidential Information shall also include any information which, by its nature, would reasonably be considered to be of a confidential nature either intrinsically or due to the context and circumstances in which it was disclosed.

    8. “Control”  means the ownership of, or power to vote in respect of, at least 50% of the voting stock, shares or interests of an entity.

    9. “Competitor”  means any person that offers services that compete with some or all of the Services.

    10. “Custom Agreement”  means the agreement for providing the Services that was individually negotiated and duly executed by SEON and Customer.

    11. “Customer”  has the meaning defined under Section 1.1.

    12. “Customer Data”  means all data and information that Customer provides to SEON in relation to the Services. Aggregated Data and Feedback are not Customer Data.

    13. “Data Processing Agreement”  means the data processing agreement that is incorporated herein by reference.

    14. “Data Protection Legislation”  means any and all international, federal, state, provincial and local data privacy laws applicable to Customer, such as, by way of example, Regulation (EU) 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, and repealing Directive 95/46/EC (General Data Protection Regulation, “GDPR”), the UK Data Protection Act 2018, the California Consumer Privacy Act of 2018 and other relating laws, rules, regulations, directives and governmental requirements currently in effect and as they become effective.

    15. “Data Sharing Addendum”  means the data sharing addendum that is incorporated herein by reference.

    16. “Discloser”  means a party disclosing its Confidential Information to the Recipient.

    17. “Documentation”  means the documentation of the Services as amended from time to time and available at:
      User Docs Dashboard (seon.io) or at such other URL as SEON may use as may be updated from time-to-time.

    18. “Evaluation Offering”  means Services and/or features that are offered by SEON for the purposes of preliminary evaluation, internal evaluation, proof of concept, trial, or similar purposes for a definite period of time as determined by SEON.

    19. “Fees”  mean the fees paid or payable by Customer as set forth in a Plan or a SEON Order.

    20. “Feedback”  means any and all suggestions, ideas, enhancement requests, feedback, recommendations, and other information of a similar nature provided by Customer to SEON in relation to the Services on any channel.

    21. “Intellectual Property Rights”  mean

      1. all registered or unregistered rights in patents, inventions, designs, copyright and related rights, rights in software, database rights, knowhow and Confidential Information, trademarks and related goodwill, trade names and rights to apply for registration in related to these;

      2. all other rights of similar nature or having an equivalent effect anywhere in the world that currently exist or are recognized in the future;

      3. all applications, extensions, continuations and renewals in relation to any such rights.

    22. “IPR Claim”  means any claim or action made or threatened by a third party against Customer that (i) arises directly and solely from the access and use of the Services by Customer or Authorized Users (excluding Customer Data), (ii) is valid and enforceable in the legal jurisdiction in which the IPR Claim is commenced, and (iii) asserts the infringement of the Intellectual Property Rights of that third party.

    23. “Permitted Third-Party Recipients”  mean Recipient’s and its Affiliates’ owners, employees, agents, contractors, financial, legal and other professional advisors who need access to the Confidential Information for the purposes of exercising the Recipient’s rights or carrying out its obligations specified in these Terms of Service.

    24. “Personal Data”  means personal data as defined under applicable Data Protection Legislation.

    25. “Plan”  means additional specific terms and conditions pursuant to which the Services are offered to Customer that regulates, including, but not limited to, the pricing structure, the Fees and the Subscription Term, and is specified on the then-current applicable pricing page(s) on the Website.

    26. “Recipient”  means a party receiving Confidential Information from the Discloser.

    27. “Sanctions Regime”  means all applicable laws and regulations with regards to anti-bribery, anti-corruption, prevention of money laundering and financing of terrorism, economic sanctions, export controls, import regulations and trade embargoes, (targeted) asset freeze and prohibition to make funds available, travel restrictions, prohibition to satisfy claims, financial measures and restrictions on a variety of financial markets and services, investment restrictions, directions to cease business and other restrictions.

    28. “SEON”  means SEON Technologies Kft. (company reg. no.: 01-09-292732, registered by the Company Registry Court of Budapest Capital Regional Court; registered seat: Rákóczi út 42, 1072 Budapest, Hungary; tax number: 25854071-2-42) and all Affiliates of SEON Technologies Kft.

    29. “SEON Order”  means additional specific terms and conditions pursuant to which the Services are offered to Customer that references these Terms of Service and that regulates, including, but not limited to, the applicable trial period, pricing structure, the Fees and the Subscription Term, and is specified in an electronic or physical order form signed by or on behalf of SEON and by or on behalf of Customer.

    30. “Services”  means the services that SEON directly offers from time-to-time through the Website, including the use of the Website itself.

    31. “Open Source Software”  means software components subject to the terms and conditions of open source software licenses.

    32. “Subscription Term”  means the period of time Customer and its Authorized Users are entitled to access and use the Services.

    33. “Third-Party Services”  means any service that is offered by a third party other than SEON that is related to the provision of the Services in any way.

    34. “Website”  means  www.seon.io.

  3. SEON SERVICES
    1. Grant of License.  Solely for purposes of using the Services in accordance with these Terms of Service, and subject to Customer’s and Authorized Users’ compliance at all times with these Terms of Service, SEON grants Customer a personal, limited, non-exclusive, non-transferable, revocable and terminable license to use the Services as set forth in these Terms of Service and Customer’s Plan or SEON Order.

    2. Ownership.  The Website, the Services and their content, features and functionality and the Aggregated Data are owned by SEON or its licensees, and are protected by international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. All such rights are reserved. All trademarks are the property of SEON or their respective owners. Except and solely as expressly granted to Customer in Section 3.1 above, SEON reserves all rights of ownership of any kind to itself and its applicable licensees. Without limitation on the foregoing, the license grant in Section 3.1 above does not include a right to adapt or create derivative works of any material owned by SEON.

    3. Open Source Software.  To the extent required by the license that accompanies any Open Source Software applicable to Customer’s use of the Services, the terms of such license will apply with respect to the use of such Open Source Software.

    4. Updates, Changes, New Features.  SEON may update or otherwise change the Website and the Services (or any part thereof) from time-to-time in its sole discretion. New, enhanced or additional features that SEON releases as part of the Services shall be subject to these Terms of Service. SEON may provide notice to Customers of major updates or changes to the Services.

    5. Beta Offerings and Evaluation Offerings.  From time-to-time, SEON may make Beta Offerings and Evaluation Offerings available to Customers. SEON will clearly indicate if or which part of the Services are Beta Offerings or Evaluation Offerings. Customer may choose to use Beta Offerings or Evaluation Offerings in its sole discretion. If Customer uses Beta Offerings, Customer shall, at SEON’s request, (i) provide SEON with information as to any errors or defects found by Customer in the Beta Offerings; (ii) inform SEON of any suggested changes, modifications or improvements to the Beta Offering; and (iii) provide SEON with all information and documentation necessary for SEON to evaluate the results of the testing of the Beta Offerings. SEON may impose or agree to terms and conditions on the use of Beta Offerings and Evaluation Offerings separate from or in addition to as set forth in these Terms of Service. Customer uses Beta Offerings and Evaluation Offerings solely at its own risk. SEON undertakes no obligations of any kind to make Beta Offerings and Evaluation Offerings available to any or all Customers. SEON may change, suspend or discontinue Beta Offerings and Evaluation Offerings at any time in its sole discretion.

    6. Support.  SEON shall provide support for the Services according to the terms specified in the Support Terms. As part of providing support to Customer or otherwise at the request of Customer, SEON acts at the instruction or by permission of Customer made by or through the Services, and SEON shall not be in any way liable or responsible for such actions. Beta Offerings and Evaluation Offerings are not subject to any support obligations.

    7. Services Documentation.  SEON provides Documentation for the Services. SEON is not obliged to provide Documentation for Beta Offerings.

    8. Personal Data.  SEON processes Personal Data when providing the Services pursuant to the provisions of the Data Processing Agreement and the Data Sharing Addendum as applicable, within the scope and extent as defined therein or pursuant to the Data Protection Legislation.

    9. Reporting, Cooperation and Governmental Compliance.  SEON reserves the right to report any breach by Customer of these Terms of Service to the relevant law enforcement authorities. SEON reserves the right to cooperate fully, at all times, and in any way SEON determines it necessary, proper, or advisable with any law enforcement or other governmental authorities with applicable jurisdiction.

  4. CUSTOMER RESPONSIBILITIES
    1. General responsibilities.  Customer shall, at all times, comply with these Terms of Service, including, but not limited to:

      1. Customers shall be legally able to be bound by these Terms of Service in accordance with the Website’s process(es) for accepting these Terms of Service. Customer represents and warrants that Customer has all rights, power, and authority necessary for complying with these Terms of Service.

      2. The Customer has access to the Account with its password and email address. Customer shall ensure that the email address and password, that are provided to create an Account at the Website, are valid, up-to date, correct, accurate, free of errors and comply with industry-standard password complexity. Customer may freely correct the email address and password on the Account page. Customer may always contact SEON at the available support channels to have administrative errors corrected.

    2. Account Security. 

      1.  

        Customer is responsible for all activities that occur under or in connection with Customer’s and Authorized User’s Account, including for all activities of the Authorized Users.

      2.  

        Customer is responsible for configuring login credentials, and other information and data securely. Customer shall be responsible for configuring its systems, information technology, as well as identifying and authenticating all Authorized Users, for approving access by Authorized Users to the Service.

      3.  

        Customer must immediately notify SEON (i) if Customer knows or has reason to suspect that anyone other than Customer or the Authorized Users knows or has access to Customer’s or Authorized Users’ login credentials; (ii) if Customer becomes aware of, or has reason to suspect any unauthorized use of Customer’s or Authorized Users’ Account; or (iii) if Customer becomes aware of, or has reason to suspect any other breaches of security related to the Services. SEON reserves the right to delete or change Customer’s and Authorized Users’ login credentials at any time and for security reasons and shall provide prompt notice to Customer thereof. Customer must treat all information related to the security of the Services, such as Customer’s password, confidential.

    3. Customer Grant of Rights, Permissions. 

      1. License to Customer Data.  By submitting any Customer Data to SEON, Customer grants SEON a worldwide, royalty-free, non-exclusive, transferable, terminable license of the Intellectual Property Rights solely as and to the extent necessary for the provision of the Services to Customer as set forth in these Terms of Service, including to analyse and improve the existing features and to develop new features of the Services. In case of Beta Offerings, this license includes carrying out testing and evaluation of the results of the testing of Beta Offerings.

      2. Responsibility for Customer Data.  Customer remains solely responsible for all its Customer Data and represents that it has (and will have) all rights that are necessary to grant SEON the rights in the Customer Data under these Terms of Service. Customer further represents that the Customer Data will not, in so far as it relates to SEON, infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. Further, Customer shall not provide any Customer Data that is not relevant to the Services. Customer represents and warrants that the Customer Data it provides during its use of the Services does not fall under any country-specific prohibition on the transfer of Personal Data

      3. Aggregated Data.  To the extent, if any, that these Terms of Service does not provide SEON with full ownership, right, title and interest in and to the Aggregated Data, Customer hereby grants to SEON a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, transferable, and sub-licensable right to use, copy, modify, adapt, prepare derivative works from, distribute, publish, perform, and display Aggregated Data in all media formats and channels now known or later developed. Customer agrees that SEON may use Aggregated Data on a non-confidential basis.

      4. Feedback.  Customer agrees that SEON may use Feedback without compensation or obligation to Customer on a non-confidential basis. Customer hereby grants to SEON a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, transferable, and sub-licensable right to use, copy, modify, adapt, prepare derivative works from, distribute, publish, perform, and display Feedback in all media formats and channels now known or later developed. Customer further agrees that SEON may remove metadata associated with any Feedback. Customer irrevocably waives any claims and assertions of moral rights or attribution with respect to Feedback. Customer hereby authorizes SEON to contact the Authorized Users or other contributors of Customer to participate in surveys, testing or interviews with SEON.

    4. Authorized Users.  All Customer obligations under these Terms of Service shall apply fully to the Authorized Users. Customer is solely responsible to ensure that the Authorized Users access and use the Website and Services in full compliance with these Terms of Service. Customer is solely responsible for all conduct and activities of Authorized Users and any other person who accesses and uses the Website and the Services using Customer’s or Authorized User’s login credentials and Customer assumes all liability towards SEON therefore.

    5. Sanctions Regimes. 

      1. Customer will comply with all applicable Sanctions Regimes, and will complete all undertakings required by the Sanctions Regimes. Customer represents and warrants that Customer and its Affiliates, and the executive officers, employees, owners and ultimate beneficiaries of these companies are not subject to any restrictions under the Sanctions Regimes nor are they otherwise owned or Controlled by or acting on behalf of any person targeted by Sanctions Regimes. Customer undertakes to notify SEON immediately if any change occurs in the status of this warranty statement.

      2. If SEON has any reason to believe that Customer is subject to any restrictions under the Sanctions Regimes, SEON has the right to terminate, suspend or limit Customer’s and Authorized User’s access to the Services and the Website, terminate or discontinue the Plan or (any part of) the Website and the Services, or unilaterally terminate these Terms of Service at any time with immediate effect without refunding or compensating Customer and without further investigation or other action. Notwithstanding the foregoing, the obligation to conform to all Sanctions Regimes is the obligation of Customer, and failure to do so shall be deemed an uncurable material breach of these Terms of Service.

  5. PAYMENT TERMS
    1. Fees and Approved Payment Methods.  Customer shall pay Fees to SEON as set out in the applicable Plan. Customer shall pay the Fees via a valid and approved payment method as indicated in the applicable Plan. Customer authorizes SEON to collect all Fees due (including Fees due upon auto-renew under Section 6.2) by way of such payment method provided by Customer in Customer’s Account. All amounts paid under these Terms of Service are non-refundable. SEON may decide to provide refund in its sole discretion.

    2. Trial-period.  Trial-periods may be applicable as set out in the applicable Plan.

    3. Failure to Pay, Late Payments.  If, for any reason, SEON cannot collect the Fees due for whatever reason, SEON reserves the right to terminate in accordance with Section 7.1.2. Without limitation on SEON’s other rights and remedies, if Customer is overdue on any payment, and fails to pay within ten (10) business days of a notice of the overdue payment, SEON may charge a late fee.

    4. Invoicing and Taxes.  SEON will issue invoices as required in accordance with applicable laws. Customer is solely responsible for, and will pay all applicable sales, use, service, value-added, consumption or other taxes associated with any payment made to SEON.

    5. Fee Disputes.  If Customer disputes any fees or taxes, Customer must act reasonably and in good faith and cooperate diligently with SEON to resolve the fee dispute. Customer must notify SEON in writing if Customer disputes any portion of any fees paid or payable by Customer pursuant to these Terms of Service. Customer must provide that written notice to SEON within fifteen (15) days of the date SEON issued the invoice to Customer for the fees Customer intends to dispute. SEON will work together with Customer to resolve the dispute promptly. SEON shall not be required to provide access to the Services during the fee dispute.

    6. Fee Changes.  SEON may increase or decrease Fees (including the applicable calculation formula specified by the Plan) upon not less than thirty (30) days’ prior notice to Customer. The changes will become effective as indicated in the relevant notice. If Customer does not agree to pay the increased Fees, Customer may terminate these Terms of Service with immediate effect. SEON may, from time-to-time, and in its sole discretion offer temporary discounts subject to rules and requirements as determined by SEON in its sole discretion.

  6. TERM, AUTOMATIC RENEWAL
    1. Subscription Term.  Subscription Term, as specified in the Plan, is either (i) an indefinite period of time starting from the date the Customer accesses the Services, or (ii) a definite period of time with start date and end date.

    2. Auto-Renew.  Provided that the Subscription Term is a definite period of time, the Subscription Term will automatically extend on the last day of the then-current Subscription Term for a period equalling the then-current Subscription Term, unless these Terms of Service are terminated in accordance withSection 7.

  7. TERMINATION, SURVIVAL
    1. Termination by SEON.

      1. SEON may, at its option, terminate, suspend or limit Customer’s and Authorized User’s access to the Services and the Website, terminate or discontinue the Plan or (any part of) the Website and the Services, or unilaterally terminate these Terms of Service, with or without cause, by giving not less than thirty (30) days’ written notice to Customer. The termination shall be effective upon the last day of the thirty-day notice period, except in case of definite Subscription Term, in which case the termination shall be effective on the last day of the Subscription Term in effect at the time of the last day of the thirty-day notice period.

      2. SEON may, at its option, terminate, suspend or limit Customer’s and Authorized User’s access to the Services and the Website, terminate or discontinue the Plan or (any part of) the Website and the Services, or unilaterally terminate these Terms of Service, at any time with immediate effect if:

        1.  Customer fails to pay in accordance with  Section 5  any amount due to SEON; or

        2.  Customer or Authorized User breaches or in any way fails to comply with these Terms of Service, provided that, SEON may, in its sole discretion, provide notice to Customer and an opportunity to cure the breach, that SEON deems remediable, within a period of thirty (30) days of the date of the notice; or

        3.  SEON believes that Customer’s or Authorized User’s manner of using the Services is infringing or likely to infringe any laws, regulations, third party rights or the business interests of SEON; or

        4.  SEON believes that Customer’s or Authorized User’s manner of using the Services is in any way fraudulent or involves unethical activity, or threatens to implicate SEON in the foregoing.

      3. SEON may suspend or limit Customer’s and Authorized User’s access to the Services and the Website for the period of the investigation at any time, with immediate effect and without liability to Customer if SEON reasonably suspects that any of the circumstances listed in  Section 7.1.2  may have arisen.

      4. SEON may suspend or discontinue (any part of) the Website or the Services for business and operational reasons, including for upgrades or maintenance. SEON shall use commercially reasonable efforts to provide advance notice of any material suspension or discontinuance.

      5. SEON may suspend, limit or terminate Customer’s and Authorized User’s access to the Services, Website, terminate or discontinue the Plan or (any part of) the Website and the Services, or unilaterally terminate these Terms of Service at any time with immediate effect, upon notice to Customer if SEON cannot, on a commercially reasonable basis, provide the Website or the Services to Customer or due to technical, operational or other reasons outside of SEON’s control.

    2. Termination by Customer.

      1. Custsomer may terminate these Terms of Service anytime for any reason with immediate effect in writing by sending an email to  info@seon.io  or by any method made available by SEON on the Website.

      2. If such option has been made available by SEON and in accordance with the conditions specified by SEON, Customer may terminate the then-current Plan and subscribe to another Plan. The change of the Plan shall be effective on the last day of the then-current Subscription Term, or as otherwise permitted or enabled by SEON.

      3. Customer may terminate these Terms of Service in writing with immediate effect if SEON materially breaches these Terms of Service, and the breach is irremediable, or, provided that such breach is remediable, if SEON fails to remedy that breach within a period of thirty (30) days after Customer’s written notification to SEON.

    3. Effect of termination.

      1. Upon the date any termination, suspension, limitation or discontinuation under these Terms of Service become effective, the right to access and use the Services granted to the Customer will immediately cease, Customer shall immediately cease all use of and access to the Services and all Fees payable up until the date of termination shall become due.

      2. SEON may dispose of any Customer Data in its possession at any point after termination of these Terms of Service.

      3. SEON shall not be liable to Customer or any other third party for any damages resulting from the termination, suspension or limitation of Customer’s and Authorized User’s access to the Services and the Website, the termination or discontinuation of the Plan or (any part of) the Website and the Services, or the unilateral termination these Terms of Service, if such termination, suspension, limitation or discontinuation is in accordance with these Terms of Service.

    4. Survival.  The following sections shall survive termination:  Section 1  (Introduction),Section 2  (Definitions),  Section 3.2  (Ownership),Section 3.9  (Reporting Cooperation and Governmental Compliance),  Section 4.1.1 and 4.1.2  (General responsibilities),  Section 4.3.3  (Aggregated Data),Section 4.3.4  (Feedback),  Section 4.4  (Authorized Users),  Section 4.5  (Sanction Regimes),Section 5  (Payment Terms),Section 6  (Term, Automatic Renewal)Section 7  (Termination, Survival),Section 8  (Confidentiality),  Section 10  (Warranty and Disclaimers),  Section 11  (Limitation of Liability) andSection 12  (General Provisions).

  8. CONFIDENTIALITY
    1. Protection of Confidential Information.  The Recipient may not use, or disclose Confidential Information to third parties unless, and to the extent authorized under these Terms of Service or by the Discloser in writing. The Recipient shall protect all Confidential Information using the same care as the Recipient applies to its own comparable Confidential Information, and in no event less than a reasonable standard of care. The Recipient may only use Confidential Information for the purposes specified in and as authorized under these Terms of Service. The Recipient shall limit access to Confidential Information to Permitted Third-Party Recipients. Recipient shall cause any such Permitted Third-Party Recipients to be obligated to confidentiality not materially less protective of the Confidential Information than those applicable to Recipient. The Recipient may disclose Confidential Information to other third parties if explicitly authorized by Discloser in writing.

    2. Return or Destruction of Confidential Information.  Subject to the provisions of these Terms of Service and applicable laws, upon request by the Discloser, the Recipient shall return or destroy Discloser’s Confidential Information. Notwithstanding the foregoing, each party may retain copies or backups in accordance with Recipient’s record retention policies, provided that such party shall continue to treat any such materials as Confidential Information in accordance with these Terms of Service for so long as the same remain in its custody, possession or control.

    3. Exceptions.  The Recipient’s confidentiality obligations under these Terms of Service shall not apply to information: (i) already known to it or accessible from open sources (OSINT sources) at the time of disclosure without restrictions on disclosure; (ii) in the public domain or publicly available other than as a result of a breach of these Terms of Service; (iii) provided to it by a third party who is under no such obligation of confidentiality; or (iv) independently developed by the Recipient without reference to the Discloser’s Confidential Information.

    4. Compelling Disclosures.  If any court, regulatory authority or legal process requires the Recipient to disclose Confidential Information, then the Recipient may make any such disclosure, provided that the Recipient will, if permitted by law, advise the Discloser promptly of any such requirement and cooperate, at the Discloser’s expense, in responding to it.

  9. INDEMNITIES
    1. SEON Indemnities.

      1. Subject to the provisions of  Section 9.3, SEON shall defend, indemnify and hold Customer harmless in respect of all damages including reasonable costs (including reasonable legal fees) awarded in a final, non-appealable judicial decision arising directly from an IPR Claim which is valid and enforceable in the legal jurisdiction in which the IPR Claim is commenced.

      2. If any IPR Claim is made, or in SEON’s reasonable opinion is likely to be made, against Customer, SEON may at its sole option and expense:

        1.  procure for Customer the right to continue using the Services in the manner permitted under these Terms of Service; or

        2.  modify or replace the infringing part of the Services so as to avoid the infringement or alleged infringement, but in such a way that does not materially adversely affect the functionality of the Services; or

        3.  terminate, suspend or limit Customer’s and Authorized User’s access to the relevant portion of the Services and the Website, terminate or discontinue the relevant portion of the Website and the Services, or unilaterally terminate the Plan or these Terms of Service in accordance with of the provisions of these Terms of Service.

      3. Sections 9.1.1and 9.1.2 shall not apply to any IPR Claim which arises from:

        1.   any version of the Services or changes, modifications, updates, or enhancements made to or available through the Services other than those developed or supplied by SEON;

        2.   combination or use of the Services with any other software, program, hardware or device not developed by SEON or which is combined in a manner other than that specified by SEON, if such infringement would not have arisen but for such combination or use; or

        3.   compliance by SEON with designs, plans, instructions or specifications furnished by Customer;

        4.   where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement.

      4. The provisions of Section 9.1 state the entire liability of SEON to Customer in connection with an IPR Claim and shall be Customer’s sole and exclusive remedy in that regard.

    2. Customer Indemnities.  Subject to the provisions of Section 9.3, Customer shall defend, indemnify and hold harmless SEON in respect of all damages including reasonable costs (including reasonable legal fees) arising directly from a third party claim against SEON arising from Customer’s and Authorized Users’ breach of their obligations under these Terms of Service, or Customer’s and Authorized Users’ access and use of the Website and the Services (including, supplying Customer Data) in a way that infringes the rights of a third party.

    3. Conduct of Claim.

      1. The indemnifying party’s indemnity obligations for Claims under these Terms of Service are subject to the indemnified party’s compliance with the provisions of this Section 9.3.

      2. The indemnified party shall not admit any liability or agree to any settlement or compromise of a Claim without the prior written consent of the indemnifying party.

      3. The indemnified party shall give the indemnifying party prompt written notice of any Claim or threatened Claim and authorizes the indemnifying party to assume exclusive conduct of the Claim (which shall include, but not be limited to, the exclusive right to conduct any proceedings or action, negotiate the settlement of the Claim, provided that any settlement contains no admission of liability or wrongdoing by the indemnified party, and to conduct all discussions and dispute resolution efforts in connection with the Claim) at any time from the date of receiving such notification.

      4. The indemnified party shall, at the indemnifying party’s request, cost and expense, give the indemnifying party all reasonable assistance in connection with conduct of the Claim.

      5. The indemnified party takes all reasonable steps to mitigate any liabilities which are the subject of the indemnity in this Section 9.

    4. Limitation of liability.  Parties’ liability for their indemnity obligations under these Terms of Service shall be limited as set forth inSection 11  of these Terms of Service.

  10. WARRANTY AND DISCLAIMERS
    1. Warranty Disclaimers.  THE WEBSITE AND THE SERVICES ARE PROVIDED "AS IS". SEON AND ITS SUPPLIERS AND LICENSORS HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF THE ACCESS AND USE OF THE WEBSITE AND THE SERVICES. NEITHER SEON, NOR ITS SUPPLIERS AND LICENSORS MAKE ANY WARRANTY THAT THE WEBSITE OR THE SERVICES WILL BE FREE OF ERRORS OR OMISSIONS OR THAT ACCESS THERETO WILL BE CONTINUOUS, SECURE, OR FREE FROM BUGS OR VIRUSES OR UNINTERRUPTED. CUSTOMER UNDERSTANDS THAT CUSTOMER DOWNLOADS FROM, OR OTHERWISE OBTAINS CONTENT OR SERVICES THROUGH, THE WEBSITE AT ITS OWN DISCRETION AND RISK. SEON MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION, CONTENT OR DATA RECEIVED OR ACCESSIBLE VIA THE SERVICES OR THE WEBSITE.

    2. Third-Party Services.  SEON makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content, effect or use of any Third-Party Services, including third-party websites or any transactions completed, and any contract entered into by Customer, with any such third party providing Third-Party Services. Any contract entered into and any transaction completed via any third party providing the Third-Party Services is between Customer and the relevant third party, and not SEON. SEON recommends that Customer refers to the third party's terms and conditions and privacy notice prior to using the relevant Third-Party Services. Customer is solely responsible for and may only use Third-Party Services at its own risk.

    3. Beta Offerings and Evaluation Offerings.  SEON makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content, effect or use of any Beta Offerings and Evaluation Offerings.

    4. General.  SEON disclaims all warranties, guarantees and similar undertakings for the Website and the Services to the maximum extent permitted by applicable laws.

  11. LIMITATION OF LIABILITY
    1. General.  To the maximum extent permitted by applicable law, in no event will either party’s total liability arising out of or in any way in connection with these Terms of Service (including, indemnity obligations of the parties) or from the use of or inability to use the Services exceed the fees paid or payable by Customer to SEON for use of the Services under these Terms of Service during the twelve (12) month period prior to the cause of action (or one hundred euros (EUR 100), if Customer has not had any payment obligations).

    2. Other.  Without limitation on Section 11.1 above, SEON shall not be liable for the use, contents, effects or availability of Beta Offerings and Evaluation Offerings, Third-Party Services, or the use of the Services in contravention of these Terms of Service.

      1. SEON shall not be liable for any loss or damage from Customer’s failure to comply with Customer’s security obligations set forth in these Terms of Service, including, but not limited to, the obligations set forth in  Section 4.2  above.

      2. SEON will not be liable for any failure to provide Services or the Website as a result of any government action that SEON reasonably believes may adversely impact its obligations under these Terms of Service, business or reputation.

    3. Excluded.  The foregoing limitations of liability shall not apply to the extent determined by a court of final jurisdiction that any of the limitations are prohibited by applicable law, such as, for instance, liability for death or personal injury, or any liability that cannot be excluded or limited by the governing law specified inSection 12.10  below.

  12. GENERAL PROVISIONS
    1. Marketing approval.  Upon explicit, prior, written approval of Customer, SEON shall have the right to indicate in its marketing materials the tradename and trademark of Customer, and the fact that Customer is a Customer of SEON, subject to Customer’s applicable tradename/trademark usage guidelines (if any). Upon explicit, prior, written approval of Customer, parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of such approval. Customer agrees to reasonably cooperate with SEON to serve as a reference account upon SEON’s request.

    2. Independent Contractors.  Nothing in these Terms of Service is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, appoint either party as the agent of the other party, or authorize either party to make or enter into any commitments for or on behalf of the other party. The sole relationship of the parties hereto is that of independent contractors.

    3. Assignment.  Customer shall not, without the prior written consent of SEON (which shall not be unreasonably withheld or delayed), assign, transfer, sublicense its rights or obligations under these Terms of Service. Any attempt by Customer to so assign, transfer or sublicense all or any of its rights or obligations under these Terms of Service without such consent shall be void.

    4. Force Majeure.  Unless otherwise stated in these Terms of Service, SEON shall not be deemed in breach of these Terms of Service and shall have no liability to Customer under these Terms of Service if it is prevented from, limited from or delayed in performing its obligations under these Terms of Service, or from carrying on its business, by or through acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of SEON or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, communicable disease, epidemic or pandemic (including the consequences of the COVID-19 pandemic), compliance with any law or governmental order, rule, regulation or direction, action, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors. SEON shall notify Customer of such event and its expected duration.

    5. Notices.

      1.  Where these Terms of Service require SEON to provide written notice to Customer, such notice shall be sent to the billing address of Customer that SEON has on file or the email address provided for Customer’s or Authorized Users’ Accounts with “administrator” role created at the Website, or if there is no such email address, any email address that SEON has on file of Customer. Where these Terms of Service require Customer to provide notice to SEON, such notices shall be sent to SEON’s address with copy to SEON’s email address specified below:

        • Address: Rákóczi út 42, 1072 Budapest, Hungary
        • Email address: compliance@seon.io

      2.  The parties hereby accept e-mail correspondence as written form of communication between each other. Official notifications of the parties are accepted as in writing if they are sent by e-mail to the email address in Customer’s Account or to a @seon.io email address and the sender and the recipient of the email may by verified.

      3.  In case of notices and communications under these Terms of Service where these Terms of Service does not require written form, SEON shall have the right to provide notices to Customer using its standard processes for contacting its Customers by using any online channels SEON made available on the Website.

    6. Compliance with Laws.  Customer and SEON shall comply with all applicable laws, statutes, regulations.

    7. Severability.  If any court or relevant authority determines that any provision of these Terms of Service is unlawful or unenforceable, all remaining provisions will remain in full force and effect, and the provision at issue shall be deemed modified to the maximum extent permissible under law to effect its original intent. SEON shall have the right to terminate in accordance with Section 7.1 in the event of any such determination that renders a material provision of these Terms of Service unlawful or unenforceable.

    8. Waiver.  If either party fails to insist that the other party performs any of its obligations under these Terms of Service, or if either party does not enforce its rights against the other party, or if either party delays in doing so, that shall not be deemed that the party has waived its rights against the other party and that the other party does not have to comply with those obligations. If either party does waive a default by the other party, the party will only do so in writing, and that will not mean that this party has waived any later default by the other party. Except as expressly set forth in these Terms of Service, the exercise by either party of any of its remedies under these Terms of Service will be without prejudice to its other remedies under these Terms of Service or otherwise.

    9. Headings.  The section headings in these Terms of Service are for informational purposes only.

    10. Governing Law.  These Terms of Service and any dispute arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), whether interpreted in a court of law or in arbitration, shall be governed and construed in accordance with the laws of Hungary, without regard to its conflict of laws provisions.

    11. Arbitration.  In the event of any dispute arising from or in connection with the present Agreement, so especially with its breach, termination, validity or interpretation, the parties exclude the state court procedure and agree to submit the matter to the exclusive and final decision of the Permanent Arbitration Court attached to the Hungarian Chamber of Commerce and Industry (Commercial Arbitration Court Budapest). The Arbitration Court proceeds in accordance with its own Rules of Proceedings (supplemented with the provisions of the Sub-Rules of Expedited Proceedings). The number of arbitrators shall be three and the language to be used in the arbitral proceedings shall be English. The parties exclude the possibility of the retrial of the proceedings as regulated in Section IX of Act no. LX of 2017 on Arbitration.

    12. Amendments to these Terms of Service.  Parties agree that SEON shall be entitled to unilaterally amend these Terms of Service from time-to-time and shall provide notice to Customer thereof. Such amendments to these Terms of Service shall take effect from the date Customer accepts the amendment to these Terms of Service. If Customer does not agree to an amendment to these Terms of Service, Customer shall not be entitled to access and use the Services after the receipt of the notification of such amendment. Customer may at any time terminate these Terms of Service in accordance with Section 7.2. Otherwise, any amendment to these Terms of Service shall be valid and effective in writing signed by both parties’ duly authorized representatives.

    13. Entire Agreement.  These Terms of Service, the Data Processing Agreement (if applicable), and the Data Sharing Addendum (if applicable) the Custom Agreement (if applicable) and other documents referenced herein constitute the entire and exclusive understanding and agreement between SEON and Customer in relation to the access and use of the Website and the Services and supersede and replace all prior and contemporaneous oral or written understandings or agreements between SEON and Customer regarding the access and use of the Website and the Services. In case of conflict, the order of precedence of the documents is as follows, each listed document superseding in the event of any conflicting provision in a later listed document: (i) Custom Agreement (if applicable) (ii) SEON Order (if applicable), (ii) Terms of Service. Except as expressly stated in these Terms of Service, or Custom Agreement or the SEON Order, SEON does not undertake commitments or obligations to Customer. All conflicting terms in any purchase order or other business form employed by Customer or any additional or amended terms sent to SEON at any time by Customer are hereby rejected expressly by SEON and shall be null and void ab initio. Unless otherwise provided expressly in these Terms of Service, any incidental customs which the parties have agreed to apply in their previous business relationship, practices established between the parties and customs widely known and regularly used in the given industry by parties to similar contracts shall not become part of these Terms of Service.

    14. Other.  Parties agree that these Terms of Service shall be deemed a written agreement between the parties and Customer may review the current and previous versions of the Terms of Service by sending a request to legal@seon.io. These Terms of Service are available in English. SEON’s hosting provider is Amazon Web Services EMEA SARL (seat: 38, Avenue John F. Kennedy LU-1855 Luxembourg, contact: AWS | Contact Us amazon.com). Elasticsearch BV (Keizersgracht 281 Amsterdam, 1016 ED Netherlands https://www.elastic.co) is a main provider that supports the functioning of SEON’s service. These Terms of Service shall be deemed existing, valid and effective binding agreement between the parties if concluded pursuant to Section 1.1 without regard to applicable statutory provisions to the maximum extent permitted by applicable laws.

    15. Transitional provisions.  These Terms of Service shall become a binding commitment between Customer (that receive the Services under the previous terms of service) and SEON on the date Customer accepts these Terms of Service via the dedicated checkbox available at the Website, provided that the notice period for terminating the previous terms of service has elapsed. In case the notice period did not elapse at the time of the Customer’s acceptance, these Terms of Service shall become a binding commitment between Customer (that receives the Services under the previous terms of service) and SEON on the day following the last day of the notice period indicated in the termination notice. Customers that receive the Services under Custom Agreement shall continue to receive the Services under the Custom Agreement. These Terms of Service shall also become a binding commitment between Customer (that receive the Services under Custom Agreement) and SEON on the date Customer ticks the dedicated checkbox implemented by SEON at the Website to accept these Terms of Service. In case of conflict between the provisions of the Custom Agreement and these Terms of Service, the Custom Agreement shall prevail. The provisions of these Terms of Service shall govern any issues in relation to the subject matter not regulated in the Custom Agreement.