SEON Terms and Conditions

Last updated: Friday, 4 May 2018
  1. SAAS SERVICES AND SUPPORT
    1. Subject to the terms of this Agreement, SEON will use commercially reasonable efforts to provide Customer the Services in accordance with the Service Level Terms attached hereto as Exhibit A. As part of the registration process, Customer will identify an administrative user name and password for Customer’s SEON account. SEON reserves the right to refuse registration of, or cancel passwords it deems inappropriate.

    2. Subject to the terms hereof, SEON will provide Customer with technical support services in accordance with SEON’s standard practice, but at least in accordance with Exhibit B.

  2. RESTRICTIONS AND RESPONSIBILITIES
    1. Customer will not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by SEON or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, SEON hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.

    2. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with these Terms and Conditions (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless SEON against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from violation of the foregoing or otherwise from Customer’s use of Services. Although SEON has no obligation to monitor Customer’s use of the Services, SEON may do so and may prohibit any use of the Services it reasonably suspects may be in violation of the foregoing.

    3. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

  3. CONFIDENTIALITY; PROPRIETARY RIGHTS
    1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of SEON includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to SEON to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.

    2. Customer shall own all rights, title and interest in and to the Customer Data. SEON shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, and (b) all intellectual property rights related to any of the foregoing, as well as (c) any data that is based on or derived from the Customer Data and provided to Customer as part of the Services.

  4. DATA PROTECTION
    1. SEON shall take all organizational and technical measures necessary to ensure sufficient protection of the Customer Data. Among else, SEON shall ensure that the Customer Data would only be available to employees of SEON who need to access the Customer Data for providing the Services. To the extent reasonably possible, the Customer Data shall be stored and transferred in encrypted and/or pseudonymised form. SEON shall ensure that any processing of the Customer Data shall be carried out in accordance with the EU General Data Protection Regulation 2016/679.

    2. Once the Customer Data is no longer needed for providing the Services, any such Customer Data in possession of SEON must be wholly and irreversibly deleted, unless instructed otherwise by the Customer.

  5. PAYMENT OF FEES
    1. Customer will pay SEON the then applicable fees described in the Order Form for the Services in accordance with the terms therein (the “Fees”). SEON reserves the right to change the Fees or applicable charges and to institute new charges and Fees upon sixty (60) days prior notice to Customer (which may be sent by email).

    2. SEON shall bill the Customer monthly by sending an invoice for the Services provided in course of the previous month by the 15th date of the following month. Customer shall pay for the Services received within thirty (30) day as of receiving the invoice. Unpaid amounts are subject to a finance charge of 1% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. SEON’s service minimum monthly fee is 80 EUR.

  6. TERM AND TERMINATION
    1. This Agreement shall be agreed for an unspecified term. Either party may terminate this Agreement by giving the other party a forty-five (45) days’ prior notice.

    2. A party may terminate this Agreement without prior notice if the other party materially breaches any of the terms or conditions of this Agreement and does not remedy such breach within a reasonable timeframe after a pertinent notification from the other party.

    3. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, data protection obligations and limitations of liability.

  7. WARRANTY AND DISCLAIMER

    SEON shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform any implementation services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by SEON or by third-party providers, or because of other causes beyond SEON’s reasonable control, but SEON shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, SEON DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND SEON DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY.

  8. INDEMNITY

    SEON shall hold Customer harmless from liability to third parties and indemnify the Customer from any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of this Agreement or any applicable laws, including any patent or copyright law or data protection laws, by SEON. SEON shall be promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by SEON, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by SEON, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, or (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by SEON to be infringing, SEON shall, at the request of the Customer and at the expense of SEON (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) terminate this Agreement and provide Customer a refund of any prepaid, unused fees for the Service.

  9. LIMITATION OF LIABILITY
    1. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, CONSIDERING THE EXCEPTION PROVIDED IN SECTION 9.2, SEON AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (B) FOR ANY MATTER BEYOND SEON’S REASONABLE CONTROL; OR (C) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO SEON FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE.

    2. The limitation of liability described in section 9.1 above shall not apply to any damages, losses, liabilities, settlements and expenses caused by SEON due to infringement of the confidentiality obligation and/or the data protection obligations as set forth in sections 3 and 4 of this Agreement.

  10. MISCELLANEOUS

    If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by a Party except with other Party’s prior written consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and the Party does not have any authority of any kind to bind the other Party in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of Hungary without regard to its conflict of laws provisions. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date. Subject to the Customer’s prior written consent and any trademark usage guidelines provided by Customer, SEON may use Customer’s name and logo in any customer list promoting the SEON Service. Customer agrees to reasonably cooperate with SEON to serve as a reference account upon request.

EXHIBIT A

Service Level Terms

The Services shall be available 99.9% of the time, measured monthly, excluding scheduled maintenance. During holidays and weekends the Services shall be available 99.5% of the time, measured monthly, excluding scheduled maintenance. If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third party connections or utilities or other reasons beyond SEON’s control will also be excluded from any such calculation. Customer's sole and exclusive remedy, and SEON's entire liability, in connection with Service availability shall be that for each period of downtime lasting longer than one hour, SEON will credit Customer 5% of Service fees of the then-current month for each period of 60 or more consecutive minutes of downtime; provided that no more than one such credit will accrue per day. Downtime shall begin to accrue once the Services becomes unavailable to the Customer, and continues until the availability of the Services is restored. In order to receive downtime credit, Customer must notify SEON in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash. SEON will only apply a credit to the month in which the incident occurred. SEON’s blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of SEON to provide adequate service levels under this Agreement.

EXHIBIT B

Support Terms

SEON will provide Technical Support to Customer via both telephone and electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Central European Time (CET), with the exclusion of National Holidays of Republic of Hungary (“Support Hours”).
Customer may initiate a helpdesk ticket during Support Hours by calling +36704316088 or any time by emailing info@seon.io.
SEON will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.