Terms of Service

THESE TERMS OF SERVICE (THIS “AGREEMENT”) CONSTITUTE A BINDING AGREEMENT BETWEEN THE INDIVIDUAL OR ENTITY WHICH EXECUTED AN ORDER FORM FOR SEALIGHTS’ PRODUCTS AND/OR SERVICES (THE “CUSTOMER”) AND THE SEALIGHTS ENTITY WHICH HAS EXECUTED THE ORDER FORM WITH THE CUSTOMER (“SEALIGHTS”). SeaLights and Customer may be collectively referred to herein as the “Parties”, and each individually as a “Party”.

  1. DEFINITIONS AND INTERPRETATION. As used in this Agreement, the following terms have the meanings set forth below:

Authorized User” means a Customer employee or individual contractor authorized by Customer to access and/or use the Software under the Account in accordance herewith.

Documentation” means any manuals, specifications, and similar documentation related to the Software, which accompany the Software, or which otherwise are provided directly to Customer by SeaLights, which Documentation may change from time to time.

Order Form” means an order form entered into by the Parties from time to time by which Customer may order subscription licenses to the Software in accordance with this Agreement. Each Order Form is hereby incorporated by reference into this Agreement and shall state that it is subject to this Agreement.

Software” means the SeaLights software solution (as stated in the Order Form) made available to Customer, in part (a) on a hosted, cloud-based service basis, and (b) for download and installation.

  1. ACCOUNT.In order to access and use the Software, Customer must initially register for an account (an “Account”) by submitting an online web form. Customer shall ensure all information submitted during the registration process or otherwise in connection with such Account is, and will remain, complete and accurate. Customer shall keep its Account credentials secure and confidential and shall immediately notify SeaLights in writing of any unauthorized access to, or use of, the Account. Personal information received during the Account registration process will be stored and used by SeaLights in accordance with its then-current privacy policy available at sealights.io/privacy-policy (“Privacy Policy”), which is hereby incorporated into this Agreement. Customer shall ensure that each Authorized User is aware of, and agrees to, this Agreement and the Privacy Policy prior to Customer authorizing such Authorized User to access and/or use the Software. Without limiting the foregoing, Customer shall be responsible and liable for the acts and omissions of each Authorized User in relation to SeaLights, the Software, and any other materials or services provided or licensed by SeaLights, as if such acts or omissions were those of the Customer.
  1. LICENSE.Subject to the terms and conditions of this Agreement, SeaLights grants Customer a limited, non-exclusive, non-assignable, non-transferable, and non-sublicensable license during the Term (defined below) to permit its Authorized Users to access (and for distributed components of the Software, download and install) and use the Software in object code form only, and solely for Customer’s own benefit and its internal business use, during the subscription period, and limited to the number of users or instances or other metric, set forth in an Order Form (the “License”).
  1. LICENSE RESTRICTIONS. Except as expressly permitted in this Agreement, Customer shall not, and shall not encourage any third party to, directly or indirectly: (a) copy or reproduce the Software; (b) sell, assign, lease, lend, rent, issue, sublicense, make available, or otherwise distribute to any third party, or publicly perform, display or communicate, the Software, or otherwise use the Software in a time-sharing, outsourcing, or service bureau environment; (c) modify, alter, adapt, arrange, translate, or create works based on, the Software, (d) decompile, disassemble, reverse engineer, decrypt, or otherwise attempt to discover the source code or non-literal aspects of, the Software, unless (and only to the extent that) the Software (or any portion thereof) or other software has been provided to Customer in source code format; (e) remove, alter, or conceal, in whole or in part, any copyright, trademark, or other proprietary rights notice or legend displayed or contained on or in the Software; (f) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Software, such as features that restrict or monitor use of the Software; (g) use the Software to develop any service or product that is the same as (or substantially similar to) the Software; (h) disclose to the public the results of any internal performance testing or benchmarking studies of or about the Software, without first sending the results and related study(ies) to SeaLights, and obtaining SeaLights’ written approval of the assumptions, methodologies and other parameters of the testing or study; (i) publish or transmit any robot, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt the Software; (j) misrepresent the performance function and/or capacity of the Software, or otherwise adversely affect the goodwill or reputation of SeaLights, its licensors and/or suppliers; (k) use any Third Party Software (defined below) not licensed under open source terms, outside of the Software or on a standalone basis; (l) take any action that imposes or may impose (as determined by SeaLights) an unreasonable or disproportionately large load on the servers, network, bandwidth, or other cloud infrastructure which operate or support the Software, or otherwise systematically abuse or disrupt the integrity of such servers, network, bandwidth, or infrastructure; and/or (m) use the Software to develop a product or services that infringes, misappropriates or violates any third party’s intellectual property rights, moral rights, privacy or other personal right, or any applicable law or regulation.
  1. CUSTOMER DATA AND STORAGE.
    • Customer Data. Customer alone shall be responsible and liable for the maintenance and backup of all Customer Data. “Customer Data” means any Customer content, data, or other information that is uploaded to, stored on, or otherwise processed by the Software or SeaLights. Customer hereby grants SeaLights a worldwide, non-exclusive, royalty-free, fully-paid, sub-licensable, perpetual and irrevocable license to copy, reproduce, modify, alter, adapt, arrange, translate, create derivative works of, and otherwise use Customer Data to perform their respective obligations under this Agreement, as well as to make available to Customer, and generally improve, the Software (the “Customer Data License”). Customer hereby represents and warrants that: (a) Customer Data will not infringe, misappropriate or violate any third party’s intellectual property rights, moral rights, privacy or other personal rights, or any applicable law or regulation; and (b) Customer has, and will maintain during and after any termination of this Agreement, all licenses, consents, permissions and approvals required to use and upload the Customer Data and grant the Customer Data License.
    • Personal Data. To the extent that the Customer Data includes the Personal Data that concerns European Union individuals or is otherwise subject to the EU General Data Protection Regulation (“GDPR”), or the transfer of which to SeaLights would otherwise require Customer and SeaLights to enter into a data processing agreement (“DPA”) pursuant to the GDPR, Customer shall download the SeaLights’ DPA available on SeaLights’ website and return it signed to SeaLights as described therein. As used above, “Personal Data” means any information relating to a natural person who is or who can be identified, directly or indirectly.
    • Responsibility. In the event Customer fails to comply with any data protection or privacy law or regulation, the GDPR and/or any provision of the DPA, and/or fails to return an executed version of the SeaLights’ DPA to SeaLights, then: (a) to the maximum extent permitted by law, Customer shall be fully liable for any such breach, violation, infringement and/or processing of personal data by SeaLights and SeaLights’ affiliates and its and each of their employees, officers, directors, subcontractors, sub-processors, and agents; and (b) in the event of any claim of any kind related to any such breach, violation or infringement or any claim related to processing of Personal Data without a DPA, or without the consent of the data subject or other appropriate legal basis, or obligation imposed in connection the Personal Data, Customer shall defend, hold harmless and indemnify SeaLights and SeaLights’ affiliates and its and each of their employees, officers, directors, subcontractors, sub-processors and agents) from and against any and all losses, penalties, fines, damages, liabilities, settlements, costs and expenses, including reasonable attorneys’ fees.

6.      FEEDBACK. Customer has no obligation to provide SeaLights with any feedback, ideas or suggestions concerning the Software or Documentation (collectively, “Feedback”). Nevertheless, in the event Customer provides any Feedback, Customer hereby grants SeaLights a worldwide, non-exclusive, royalty-free, fully-paid up, perpetual, irrevocable, sub-licensable, and assignable license to use, copy, reproduce, distribute, modify, alter, adapt, arrange, translate, create derivative works of, publicly display, perform and communicate, and otherwise commercially exploit such Feedback for any purpose.

  1. THIRD PARTY SOFTWARE.The Software may come with third-party software components that are subject to open source licenses and/or notices (“Third-Party Software” and “Third-Party Software Terms and Notices”, respectively). SeaLights may make available in the Documentation a list (or other index) of such Third-Party Software and Third-Party Software Terms and Notice. All such Third-Party Software delivered with the Software is provided and licensed solely under the applicable open source license for the program.
  1. SUPPORT AND UPDATES.SeaLights offers support and maintenance services for the Software to the extent described in the Order Form. Any updates (such as a fix or patch), upgrades or other enhancements of the Software (“Updates”) will be supplied as set forth in the Order Form, or if not stated, according to SeaLights’ then-current policies, which may include automatic implementation without any notice to Customer. In some cases, Customer will be required to install the Update manually. All references in this Agreement to “Software” shall include its Updates as well, and this Agreement shall govern any Update.
  1. FEES.Customer’s access to and use of the Software is subject to Customer’s payment in full of the subscription fees set forth in the Order Form (the “Fees”). All Fees are non-refundable, exclusive of all taxes, levies, duties, bank fees and commissions in connection with the transfer of Customer’s payment (collectively “Transaction Costs”), all of which are Customer’s responsibility.  Fees are not subject to offset by Customer for any reason, including, without limitation, because of any Transaction Costs which are or may be incurred by Customer. Except as set forth in the Order Form, payment of Fees shall be made in U.S. Dollars and within forty-five (45) days of Customer’s receipt of SeaLights’ invoice.  Any Fees (except amounts disputed in good faith) not received from Customer by the due date shall accrue interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.
  1. AUDIT.During the Term and for one (1) year after termination or expiration of this Agreement, SeaLights (or its designated representative), upon reasonable prior written notice to Customer and during Customer’s normal business hours, will have the right to audit the Customer’s use of the Software to verify Customer’s compliance with its obligations hereunder. SeaLights may conduct no more than one (1) audit per calendar year. Customer will reasonably cooperate with SeaLights and its representative (if any) and will address any breach identified by the audit. If the audit reveals a material breach of this Agreement and/or a breach under Section ‎‎3 (License) or Section ‎4 (License Restrictions), Customer shall reimburse SeaLights for the cost and expense of the audit.
  1. TERM.This Agreement commences on the date of execution of the first Order Form entered into between the Parties (“Effective Date”) and, unless terminated in accordance herewith, will remain in full force until terminated as set forth in Section ‎12 (Termination; Suspension) below. The term of subscription licenses to the Software shall be as set forth in the applicable Order Form.
  1. TERMINATION; SUSPENSION.
    • Termination for Cause. Each Party may terminate this Agreement immediately upon written notice to the other Party: (a) if the other Party commits a material breach under this Agreement and, if curable, fails to cure that breach within thirty (30) days (or in the case of nonpayment by Customer, fifteen (15) days) after receipt of written notice specifying the material breach; and/or (b) the other Party ceases to conduct business in the normal course, is declared insolvent, makes a general assignment for the benefit of creditors or a petition for bankruptcy, reorganization, dissolution or liquidation is filed by or against it.
    • Effect of Termination. Upon termination of this Agreement: (a) the License will terminate and SeaLights may close Customer’s Account; (b) Customer shall immediately cease all access to and use of the Software and Documentation; (c) Customer shall pay all Fees due; and (d) Customer shall (unless directed otherwise by SeaLights in writing) promptly uninstall and permanently delete any and all copies of the Software installed on Customer’s systems or devices, and, as directed in writing by SeaLights, return, permanently delete, or destroy any other information or materials that are proprietary to SeaLights. Thereafter, Customer shall certify to SeaLights in writing that Customer has complied with its obligations in this Section. Following termination of this Agreement, SeaLights may (but shall not be obligated to) offer Customer an opportunity to download or migrate certain Customer Data.
    • Suspension. Without limiting the terms of this Section ‎12 (Termination; Suspension), in the event SeaLights believes or has reason to believe that Customer or one of its users is accessing or using the Software, or Customer’s Account is or will be accessed, without authorization or in a manner that may cause harm to Customer, to SeaLights or to any third party, or which is in breach of this Agreement, SeaLights may suspend Customer’s Account and/or access to and use of the Software.
    • Survival. This Section ‎‎4 and Sections ‎10 (Audit) and ‎13 (Ownership) through and including ‎19 (General), any provision intended to survive, and any rights and liabilities accrued by either Party shall survive termination of this Agreement.
  1. OWNERSHIP.SeaLights and its licensors are the sole and exclusive owners of the Software and all Intellectual Property Rights therein. The Software is only licensed to Customer and subject to the terms of the License, all rights in the Software are hereby reserved by SeaLights and its licensors.
  1. CONFIDENTIALITY. A party receiving (“Receiving Party”) any information disclosed by the other Party (“Disclosing Party”) that is designated as confidential or that, under the circumstances surrounding receipt, the Receiving Party knows or should know is treated as confidential by the Disclosing Party (“Confidential Information”), shall keep such Confidential Information confidential and shall not disclose it to any third party, or use it for any purpose other than exercising rights and performing obligations under this Agreement. The Receiving Party shall use at least the measures used to protect its own confidential information of a similar nature, and at least reasonable measures, to protect the Confidential Information against disclosure to unauthorized third parties. The Receiving Party may disclose the Confidential Information to its professional advisors and consultants who are bound by obligations of confidentiality to Receiving Party. Confidential Information does not include information: (i) known to Receiving Party before receipt hereunder or later independently developed without use of or reference to the Confidential Information; (ii) lawfully obtained from a third party without restriction and without breach of an obligation to keep it confidential; or (iii) that becomes publicly available other than as a result of an act or omission of the Receiving Party. The Confidential Information of SeaLights includes the Software, any material provided to Customer, the terms of this Agreement and the prices quoted to Customer, including without limitation in any Order Form. The Customer Data constitutes the Confidential Information of the Customer.

 

  1. DISCLAIMER OF WARRANTIES.EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SOFTWARE, DOCUMENTATION, AS WELL AS ANY OTHER PRODUCTS, SERVICES OR MATERIALS PROVIDED OR MADE AVAILABLE BY SEALIGHTS, ARE PROVIDED AND MADE AVAILABLE TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITH ALL FAULTS, WITHOUT ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF SERVICE, NON-INFRINGEMENT, REGARDING LATENT DEFECTS, OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR DEALING, OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY DISCLAIMED BY SEALIGHTS AND ITS LICENSORS AND SUPPLIERS.  SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN IMPLIED WARRANTIES OR CONDITIONS, AND TO THE EXTENT APPLICABLE TO CUSTOMER, THE DURATION OF SUCH WARRANTIES AND CONDITIONS SHALL BE LIMITED TO THE DURATION OF NINETY (90) DAYS FROM THE EFFECTIVE DATE.
  1. INDEMNIFICATION.
    • Indemnification. In the event of any Claim against Customer or any of its directors, officers, employees, agents, representatives, customers, suppliers or licensors (each, for the purposes of this paragraph, an “Indemnitee”), and it is based upon or arises from SeaLights’ or the Software’s infringement of any third party Intellectual Property Right or applicable law or regulation, then, upon written request by Customer, SeaLights shall defend Indemnitee against such Claim, and shall indemnify the Indemnitee for costs, damages, expenses, fines, and other amounts and liabilities imposed or awarded by any court or governmental authority, as well as reasonable attorneys’ fees and litigation costs, arising from such Claim. SeaLights obligations pursuant to this Section ‎1 shall not apply to Claims arising from a unauthorized use of the Software or a breach of this Agreement by Customer or its Authorized Users, SeaLights or its Affiliates’ compliance with the Customer’s or its Authorized User’s instructions, the combination of the Software with other software, hardware or other material not provided by SeaLights, where the infringement would not have occurred but for such combination. Should the Software become, or in SeaLights’ opinion be likely to become, the subject of any Claim, then SeaLights may, at its option and expense and without limitation of any other options that may be at SeaLights’ disposal, (a) modify the Software so that it is non-infringement, (b) procure for Customer the right to continue using the Software; or (c) terminate this Agreement subject to providing Customer with thirty (30) days’ notice and refund to Customer the unused portion of any prepaid fees. This Section ‎16.1 states Customer’s sole and exclusive remedy and SeaLights’ sole and exclusive liability for allegations of infringement.
    • Indemnification Requirements. The Indemnitee shall provide SeaLights: (a) prompt notice of any Claim and all relevant details thereof; (b) sole and full control of, the defense and/or settlement of the Claim; and (c) cooperation and assistance requested by SeaLights at its expense. The Indemnitee shall refrain from admitting any liability, or otherwise compromising the defense of any part of the claim, without the prior express written consent of SeaLights. SeaLights’ obligations under Section ‎1 above are subject to the Indemnitee fulfilling the obligations of this Section ‎16.2, provided, however, that failure to fulfill such obligations shall only relieve SeaLights of its corresponding obligations to the extent such failure prejudices SeaLights’ ability to defend against, settle, or mitigate the Claim.
  1. LIMITATION OF LIABILITY.
    • NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR LIABILITY UNDER SECTION ‎1 (INDEMNIFICATION), SECTION ‎14 (CONFIDENTIALITY); (ii) A PARTY’S GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT; AND/OR (iii) BREACH OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS: IN NO EVENT WILL (A) SEALIGHTS, ITS AFFILIATES, THEIR RESPECTIVE LICENSORS, OR CUSTOMER AND ITS AFFILIATES BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES; ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, OR LOSS OF ANTICIPATED SAVINGS; ANY LOSS OF, OR DAMAGE TO, DATA, REPUTATION, OR GOODWILL; AND/OR THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES; AND (B) THE COMBINED AGGREGATE LIABILITY OF SEALIGHTS OR ITS AFFILIATES UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO SEALIGHTS DURING THE SIX (6) MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.
    • THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW: (A) EVEN IF SEALIGHTS HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (B) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (C) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY (INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, TORT, NEGLIGENCE AND STRICT LIABILITY). CUSTOMER ACKNOWLEDGES AND AGREES THAT THIS SECTION ‎17 (LIMITATION OF LIABILITY)IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN CUSTOMER AND SEALIGHTS.
  1. GOVERNING LAW AND JURISDICTION.
    • For Customers located in North America (per the Billing Address listed in the Order Form): This Agreement, the subject matter thereof, and any disputes between the parties relating thereto, shall be governed by, and construed in accordance with, the laws of the State of New York, USA, without regard to any conflicts of laws rules or principles. Any claim, dispute or controversy under, or otherwise in connection with, this Agreement shall be subject to the exclusive jurisdiction and venue of the courts located in New York County, New York, and the Parties hereby irrevocably and unconditionally submits to the personal jurisdiction of such courts and waive any jurisdictional, improper venue, inconvenient forum, or other objections to such jurisdiction and venue.
    • For Customers located outside of North America (per the Billing Address listed in the Order Form): This Agreement, the subject matter thereof, and any disputes between the parties relating thereto, shall be governed by, and construed in accordance with, the laws of England and Wales, without regard to any conflicts of laws rules or principles. Any claim, dispute or controversy under, or otherwise in connection with, this Agreement shall be subject to the exclusive jurisdiction and venue of the courts located in London, England, and the Parties hereby irrevocably and unconditionally submits to the personal jurisdiction of such courts and waive any jurisdictional, improper venue, inconvenient forum, or other objections to such jurisdiction and venue.
    • The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Notwithstanding the above in this Section ‎18, either Party may seek preliminary or interim relief in any court of competent jurisdiction worldwide.
  1. GENERAL.

19.1.                    Entire Agreement. This Agreement (together with the Order Forms) represents the entire agreement of the Parties with respect to the subject matter hereof and supersedes and replaces any and all prior and contemporaneous oral or written understandings and statements by the Parties with respect to such subject matter. In the event of any contradiction between this Agreement and any Order Form, the express terms of the Order Form shall prevail. Otherwise, the terms of this Agreement shall prevail. Any amendment to this Agreement must be in a mutually agreed writing signed by both Parties.

  • Assignment. SeaLights may assign this Agreement (or any of its rights and obligations hereunder) without Customer’s consent and without notice. This Agreement is personal to Customer, and Customer shall not assign this Agreement (or any of its obligations or rights hereunder) without SeaLights’ prior express written consent in a duly signed writing. Any prohibited assignment shall be null and void.
  • Interpretation; Severability. Section and subsection headings in this Agreement are for convenience only and shall not be used or relied upon for interpretive purposes. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, then: (a) the remaining provisions of this Agreement shall remain in full force and effect; and (b) such affected provision shall be ineffective solely as to such jurisdiction (and only to the extent and for the duration of such invalidity, illegality, or unenforceability), and shall be substituted (in respect of such jurisdiction) with a valid, legal, and enforceable provision that most closely approximates the original legal intent and economic impact of such provision.
  • Remedies. Except as stated otherwise in this Agreement, no right or remedy conferred upon or reserved by any Party under this Agreement is intended to be, or shall be deemed, exclusive of any other right or remedy under this Agreement, at law or in equity, but shall be cumulative of such other rights and remedies.
  • Waiver. No failure or delay on the part of any Party hereto in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver granted hereunder must be in writing (for waivers by Customer, emails will be acceptable; for waivers by SeaLights, the writing must be duly signed by SeaLights), and shall be valid only in the specific instance in which given.
  • Relationship. The relationship of the Parties is solely that of independent contractors. Nothing in this Agreement shall be deemed to create any employment, fiduciary, joint venture, agency or other relationship between the Parties.
  • Publicity. SeaLights may use Customer’s name and logo on the SeaLights website and in its promotional materials to state that Customer is a customer of SeaLights and/or a Software user. Customer agrees to serve as a reference customer of SeaLights and will cooperate with SeaLights’ reasonable marketing and reference requests.
  • Notices. Customer agrees that SeaLights may send Customer notices by email, via the Account, by regular mail, and/or via postings on or through Software. Except as stated otherwise in this Agreement or required by law or regulation applicable to Customer, Customer agrees to send all notices to SeaLights, to support@sealights.io.
  • No 01Third-Party Beneficiaries. Except as otherwise expressly provided in this Agreement (for example, SeaLights Indemnitees), there shall be no third-party beneficiaries to this Agreement. Customer further acknowledges and agrees that some of SeaLights’ suppliers and/or licensors may, in their agreements with SeaLights, be entitled to enforce certain rights and usage restrictions against users of the Software, and, to that extent, such suppliers and licensors shall have the right to enforce such rights and restrictions directly against Customer.
  • S. Government Rights. The Software is “commercial computer software” and the Documentation is “commercial computer software documentation,” pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. If Customer is an agency, department, employee or other entity of the United States Government, then Customer’s access to and use of the Software and/or the Documentation shall be subject solely to the terms and conditions of this Agreement.
  • Legal Compliance. Customer agrees to use the Software and Documentation in compliance with all laws and regulations applicable to Customer. Without limiting the generality of the foregoing sentence, Customer must not use or otherwise export or re-export any Software or Documentation in violation of any Export Control Laws. “Export Control Laws” means all export and re-export control laws and regulations applicable to Customer, as well as the United States’ Export Administration Regulations (EAR) maintained by the US Department of Commerce, trade and economic sanctions maintained by the US Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations (ITAR) maintained by the US Department of State.
  • Force Majeure. SeaLights shall not be responsible for any failure to perform any obligation or provide any service hereunder because of any (a) act of God, (b) war, riot or civil commotion, (c) governmental acts or directives, strikes, work stoppage, or equipment or facilities shortages, and/or (d) other similar cause beyond SeaLights’ reasonable control.

Last updated: August 01, 2018