Seeed Software License Agreement
Effective starting: May 18th, 2020
This SEEED Software License Agreement (the “Agreement”) is between the individuals, enterprises and other organizations (“Licensees”) that will use the Software owned by SEEED Technology Co., Ltd (“SEEED”).
Please read these terms and conditions carefully. Licensees’ accessing, downloading, installing or using the software indicates Licensees’ acceptance of these terms and conditions. Any direct or indirect use of Software services and data by Licensees in various ways (such as RSS source and off-web API reference) shall be deemed to be unconditional acceptance of all contents of this Agreement. Licensees shall not claim the invalidity of this Agreement or request the withdrawal of this Agreement on the grounds that they have not read the contents of this Agreement. If Licensees do not agree to any provision of this Agreement, please stop using or accessing the Software Services provided by SEEED. These terms and conditions shall apply to and supersede any subsequent terms or conditions included with any purchase order, whether or not such terms or conditions are signed by SEEED or its affiliates. SEEED shall reserve the right to make changes to the software and these terms and conditions at any time.
License Rights
Subject to these terms of this Agreement, SEEED grants Licensees a non-exclusive, non-transferable, non-sublicensable, revocable to use the SEEED Software (“Services”) for monitoring the data from the designated IoT-enabled devices. In connection with use of the Service, Licensees shall comply with all applicable laws, rules and regulations of their own countries (Features of the SEEED Services may not be available in all languages or regions and some features may vary by region). Certain additional paid services or features that SEEED may offer (such as additional cloud data storage and other premium or additional subscription Services) will be in accordance with the additional or different terms of Services.
SEEED will license Licensees to access, installing, downloading or use the Services through both: i) SEEED’s websites, including but not limited, those located at www.seeedstudio.com, www.seeed.cc, solution.seeedstudio.com, sensecap.seeed.cc and related domains (each, a “Site” and all, collectively, the “Sites”); and ii) Applications that may be downloaded or installed to a mobile device which runs an operating system named IOS or Android System /now only for the operating system named IOS and Android(each, a “Mobile App” and collectively the “Mobile Apps”).
SEEED shall not, and shall not permit Licensees to: i) be used for any unlicensed or illegal purpose; ii) reverse engineer, decompile, disassemble or otherwise attempt to reconstruct, identify or discover any source code, object code, underlying ideas, underlying licensee interface techniques, or algorithms of any part of the Software, or iii) lend, lease, offer for sale, sell or otherwise use any part of the Software for the benefit of any third parties.
Licensed Use of data
The data hereby includes: i) any original data submitted from the IoT-enabled devices on such Sites and Mobile Apps and connected to the SEEED Services; ii) any privacy data relating to an identified or identifiable natural person directly or indirectly such as Licensees’ name, email address, telephone number to create an account or make a payment for the usage of the SEEED Services. SEEED represents and warrants that Licensees have full legal authority to set up and use such data.
Licensees acknowledge and agree that SEEED may collect, maintain, process, store and analyze technical, transmitted, sensorial and related information submitted from any devices that connected to the SEEED Services, which includes information about API, sensors, computer and application software etc. These information shall be taken commercially reasonable efforts to be confidentially and security by SEEED and will be gathered either periodically or irregularly for the only purpose to promote the features of devices updated and upgraded and technical support and other services with respect to the SEEED Software, and to modify and complement the terms and provision of this license Agreement and to verify compliance with the terms of this License, and to improve the device or other hardware products provided by SEEED.SEEED shall not be responsible for such data unless expressly set forth in these terms and not to verify the accuracy of the data or related information submitted by Licensees to the SEEED Services. Such data will be stored by SEEED for the period perpetual/necessary unless Licensees erase or destroy such data submitted from IoT-enabled devices. Any privacy data may be retained by SEEED for the period perpetual unless such data will be erased by Licensees. Licensees shall reserve the right to access and read any data submitted from devices within one(1) year following registration of their accounts. If a longer extension period is required by Licensees, Licensees will send an email to the designated email address: [email protected].
Licensed Use of Services
Licensees may use the licensed rights to access the SEEED Services supplied by SEEED. Use of the SEEED Services shall be required to create a SEEED’s account, which may require Licensees’ certain privacy information such as Licensees’ name, email address, telephone number and any required information to use SEEED Services which is not required to register for an account but may be necessary.
SEEED shall be responsible for maintaining the confidentiality of registered password which is not retained by SEEED and for any act occurred on Licensees’ registered account. SEEED agrees not to share Licensees’ registered information to any third parties or individuals and does not anything else that might jeopardize the security of Licensees’ password. Licensees warrant that all information provided on the Site and Mobile Apps shall be accurate, complete and up to date.
The Site may contain links to other sites on the Internet that are owned and operated by any third parties. SEEED acknowledges that SEEED is not responsible for the operation of or content located on or through any such site.
Payment of Services
SEEED may provide the basic Services for free of charge and the premium Services for additional payment from Licensees. The free SEEED Services provide a comprehensive but limited feature set. If Licensees would obtain additional services which SEEED may offer other than the free Services, Licensees shall make an additional payment in accordance with IoT-enabled devices and the services Licensees needed.
If Licensees would obtain any premium Services or require any customized Service, SEEED shall reserve the right to charge Licensees’ fee for premium or customized Services. SEEED may collect Licensees’ credit card or debit card or other account of payment when needed. Licensees may place orders to purchase such premium or customized Services or otherwise as agreed in writing between SEEED and Licensees. If Licensees have any dispute with such Services, Licensees shall promptly notify SEEED within ten(10) days following purchased by Licensees by the designated email address: [email protected]. Once starting to use such Services, Licensees warrant that SEEED may charge licensed fee through the payment method for any payment due. If SEEED fails to charge such payment due automatically within thirty(30) days, SEEED shall have the right to restrict or cease Licensees use or access to the Services, unless otherwise express agreed by SEEED.
SEEED reserves the right to automatically renew or discontinue the free SEEED Service at any time. If such Service is to be discontinued, SEEED will promptly notify within sixty (60) days prior to Service’s termination, and Licensees shall be entitled to provide the upgrade or change to any new Service. SEEED shall have the right to upgrade or discontinue the additional SEEED Service following receipt of email sent by SEEED from the designated email address.
Intellectual Property
SEEED acknowledges and Licensees agree that all software on this Site and Mobile Apps is owned by SEEED who shall retain the exclusive right, title, and ownership of the Service. Unless otherwise specified by SEEED, all intellectual property rights on the Site and Mobile Apps, which includes but not limited to applications, source and object codes, trademarks, logos, interface designs and application programming interfaces (API) are the sole property of SEEED. Licensees are granted a limited, personal, non-exclusive license to access and/or use the Services, and never sells or otherwise transfers ownership to any of them.
No intellectual property rights from the Site and Mobile Apps shall be copied, duplicated, reproduced, modified, republished, uploaded, posted, transmitted, distributed, mirror on a server that is not part of this Site and Mobile Apps unless SEEED’s prior written permission. All rights not expressly granted herein are reserved. Any unauthorized use of the Services on this site may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties. SeeedStudio and SENSECAP are registered trademarks, trademarks or service marks of SEEED[1]. The use of any SEEED trademark or service mark without the owning party’s express written consent is strictly prohibited.
Privacy Policy
At all times SEEED takes Licensees’ privacy information seriously and will be treated in accordance with SEEED’s Privacy Policy, which is incorporated by reference into SEEED’s privacy policy viewed at：www.seeedstudio.com/ privacy/.
Disclaimer
- The SEEED Software and Services are provided “AS IS” and “AS AVAILABLE” without warranty of any kind, and Licensees hereby disclaim all warranties and conditions with respect to the SEEED Services, either express or implied or statutory, including but not limitation, the implied warranties of satisfactory quality and fitness for a particular purpose of the software and services.
- Licensees expressly agree that use of the SEEED Services provided by or accessed through the SEEED Site and Mobile Apps is at Licensee’s own risk, including but no limitation to be the performance and accuracy of SEEED’s Software and Services.
- SEEED does not warrant that the operational and performance problem of SEEED Services will be caused by interruption from any third parties and any computer viruses or other malicious programs or destruction of hacker attacked.
- SEEED shall not be liable for any disruption and prolonged termination of Software and services caused by any force majeure or any reasons beyond the control of this website, provided that SEEED shall take its utmost and reasonable efforts to minimize any loss and impact caused thereby to Licensees.
- SEEED shall hold liable for adequately safeguarding, which includes but no limitation to the data backup of Licensees and SEEED will not warrant any direct or indirect damages caused by data loss.
- No oral or written information or advice given by SEEED or its representative shall create a warranty or otherwise limit or enlarge the scope of these disclaimer.
Limitation of Liability
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL SEEED AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES AND AGENTS BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, DIRECT OR INDIRECT, CONSEQUENTIAL, EXEMPLARY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, DATA OR OTHER INTANGIBLE LOSSES, FAILURE TO TRANSMIT OR RECEIVE ANY DATA OR INFORMATION, BUSINESS OR ANY OTHER COMMERCIAL DAMAGES, INCREASED COST OF PRODUCTION OR OPERATION, OR LOSSES, ARISING OUT OF OR RELATED TO USE OR INABILITY TO USE THE SEEED SOFTWARE OR SERVICES OR ANY THIRD PARTY SOFTWARE OR MOBILE APPLICATIONS IN CONJUNCTION WITH THE SEEED SOFTWARE OR SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF SEEED HAS BEEN ADVISED OR INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL SEEED TOTAL LIABLITY TO LICENSEES FOR ANY AND ALL CLAIMS OF DAMAGES, LOSSES AND CAUSES OF ACTIONS EXCEED THE AMOUNT OF USD $100. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Termination
The “Effective Date” of this Agreement is the date which is Licensees’ initial access to or use of the SEEED Services. The licensed right will terminate at any time by deleting or cancellation of their accounts or otherwise terminations without notice if Licensees fail to comply with any terms and conditions of this Agreement. Once terminated, Licensees shall stop all use of the SEEED Services and deleting any copies or backups submitted from IoT-enabled devices immediately.
Third Party Software
SEEED will have the possibility of using any third party’s software on the Site and Mobile Apps as a convenience. SEEED warrants that SEEED does not own any third-party software or its related intellectual property rights and Licensees agree that SEEED shall not perform obligations for any third-party software, and shall not guarantee that third-party software’s services will maintain their availabilities at any time. SEEED shall not hold liable to any content, advertisement, services, and other materials and information provided by any third parties. If Licensees have any problem on such software, please contact the appropriate software service provider directly for technical support and service related to its software, service and/or products.
Force majeure
Neither party shall be responsible for any failure to perform the Services due to unforeseen circumstances or to causes beyond that party’s control, including but not limited to acts of God, war, terrorism, riot, embargoes, and acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of energy, labor or materials. In the event of any such circumstances, the Party in contingency shall inform the other Party of such contingency by fax, email (For SEEED, please contact ) or telegram immediately, and within fifteen (15) Days present valid documents signed by the notarial agency of the locale, stating the details of the incident and proving it is impossible to perform whole or part of this Agreement is not able to be performed because of Force Majeure, the liabilities shall be exempted in part or wholly in light of the effects of Force Majeure. If the said Force Majeure lasts for ninety(90) Days, either of the Parties to the Agreement shall have the right to terminate the Agreement without incurring any liability under the said Agreement.
Governing Law and Arbitration
This Agreement shall be governed by and construed in accordance with the laws of People’s Republic of China, except that body of laws controlling conflict of laws. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by China International Economic and Trade Arbitration Commission (CIETAC) in accordance with its arbitration rules in force at the time of application which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be (3) Three, unless otherwise as may be agreed by both parties subsequently. The seat, place, of arbitration shall be in Shenzhen, China. The language to be used in the arbitral proceedings shall be English. The arbitral award is final and binding upon both Parties. The arbitration fees shall be borne by the losing party except otherwise awarded by the arbitral tribunal. To the fullest extent permitted by law, this arbitration proceeding and the arbitrator’s award shall be maintained in confidence by the parties so as to protect relevant valuable information or intellectual property rights. Notwithstanding any reference to arbitration, both Parties shall continue to perform their respective obligations under the Agreement except for those matters under arbitration. Nothing Stated within this Clause shall be deemed as preventing a party to seek for injunction, protective order, interim measures and any other urgent relief whatsoever of their nature l from court with competence jurisdiction.
[1] SeeedStuido® is a registered trademark of SEEED Technology Co.,Ltd in the United States and other countries.
SENSECAP® is a registered trademark of SEEED Technology Co.,Ltd in China.