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SEAMLESS.AI LEGAL POLICIES

Policies:


TERMS OF USE


PRIVACY POLICY


CHROME POLICY


CCPA POLICY


ATTRIBUTIONS


 * Seamless.AI Terms of Use
 * 1. Changes to the Terms and Services
 * 2. Privacy Policy
 * 3. Minimum Age
 * 4. Seamless.AI Data
 * 5. Prohibited Uses
 * 6. Subscription Fees
 * 7. Opt-in Purchases
 * 8. Submitted Data
 * 9. Intellectual Property
 * 10. Copyright Infringement Notification & Digital Millennium Copyright Act
 * 11. Compliance
 * 12. Third-Party Services, Links, and Features
 * 13. Your Account
 * 14. Suspension and Termination
 * 15. Warranty Disclaimer
 * 16. Representations and Warranties
 * 17. Indemnification
 * 18. Limitation of Liability
 * 19. Arbitration Agreement and Class Action Waiver
 * 20. Notice
 * 21. Other Terms
 * A. Injunctive Relief
 * B. Choice of Law and Venue
 * C. Severability
 * D. No Waiver
 * E. Entire Agreement
 * F. Headings
 * G. Assignment
 * H. No Third-Party Beneficiary
 * I. Survival
 * J. Logos

Seamless.AI Terms of Use
 * Seamless.AI Terms of Use
 * 1. Changes to the Terms and Services
 * 2. Privacy Policy
 * 3. Minimum Age
 * 4. Seamless.AI Data
 * 5. Prohibited Uses
 * 6. Subscription Fees
 * 7. Opt-in Purchases
 * 8. Submitted Data
 * 9. Intellectual Property
 * 10. Copyright Infringement Notification & Digital Millennium Copyright Act
 * 11. Compliance
 * 12. Third-Party Services, Links, and Features
 * 13. Your Account
 * 14. Suspension and Termination
 * 15. Warranty Disclaimer
 * 16. Representations and Warranties
 * 17. Indemnification
 * 18. Limitation of Liability
 * 19. Arbitration Agreement and Class Action Waiver
 * 20. Notice
 * 21. Other Terms
 * A. Injunctive Relief
 * B. Choice of Law and Venue
 * C. Severability
 * D. No Waiver
 * E. Entire Agreement
 * F. Headings
 * G. Assignment
 * H. No Third-Party Beneficiary
 * I. Survival
 * J. Logos


SEAMLESS.AI TERMS OF USE

Last Updated: August 18, 2023

THESE TERMS OF USE (“TERMS”) GOVERN YOUR USE OF ALL WEBSITES, APPLICATIONS,
TOOLS AND DIGITAL PRODUCTS AND SERVICES MADE AVAILABLE TO YOU BY SEAMLESS
CONTACTS INC. DBA SEAMLESS.AI (“SEAMLESS.AI,” “US,” “WE,” OR “OUR”), INCLUDING
ANY FUNCTIONALITY, CONTENT, DATA OR SERVICE INCLUDED THEREIN AND MADE AVAILABLE
TO YOU BY SEAMLESS.AI (COLLECTIVELY, THE “SERVICES”). PLEASE REVIEW THESE TERMS
CAREFULLY. BY ACCESSING OR USING ANY PART OF THE SERVICES OR OTHERWISE ACCEPTING
THESE TERMS, YOU AGREE THAT THESE TERMS SHALL APPLY AND BECOME BINDING ON YOU
AND THE COMPANY THAT EMPLOYS YOU OR THAT YOU REPRESENT (COLLECTIVELY, “YOU”) ON
THE FIRST DATE YOU ACCESS OR USE ANY PART OF THE SERVICES OR OTHERWISE ACCEPT
THESE TERMS, WHETHER BY EXECUTING AN ORDER FORM REFERENCING THIS AGREEMENT,
CLICKING A BOX INDICATING ACCEPTANCE OF THIS AGREEMENT OR OTHERWISE USING THE
SERVICES. IF YOU DO NOT AGREE, YOU ARE NOT AUTHORIZED TO USE THE SERVICES.



IF YOU ARE AN INDIVIDUAL ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY OR
OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH
ENTITY AND ITS AFFILIATES TO THIS AGREEMENT, IN WHICH CASE THE TERM “YOU” SHALL
REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, YOU
MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.



NOTICE OF BINDING ARBITRATION AND WAIVER OF CLASS ACTION: THESE TERMS INCLUDE A
MANDATORY BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER, WHICH LIMIT
YOUR RIGHTS IN THE EVENT OF A DISPUTE RELATED TO THE SERVICES. PLEASE REFER TO
THE “ARBITRATION AGREEMENT AND CLASS ACTION WAIVER” SECTION BELOW FOR MORE
INFORMATION.



SEAMLESS.AI'S COMPETITORS ARE PROHIBITED FROM ACCESSING OR USING THE SERVICES IN
ANY WAY, EXCEPT WITH SEAMLESS.AI'S PRIOR WRITTEN CONSENT.


1. CHANGES TO THE TERMS AND SERVICES

We may change these Terms from time to time by posting a revised version of the
Terms on our website. Changes to the Terms are effective immediately upon
posting them on our website. We will indicate the date on which the Terms were
last updated at the top of these Terms. Your continued use of the Services after
such change constitutes your agreement to the modified Terms. You should review
the Services frequently for revisions to the Terms. If you do not agree to the
modified Terms, you should discontinue your use of the Services. In addition,
Seamless.AI may at any time modify any part of the Services, including any
functionality or feature offered through the Services, temporarily or
permanently, for any reason, with or without notice to you.


2. PRIVACY POLICY

Our Privacy Policy applies to personal information collected from you through
the Services. You may read the current version of the Privacy Policy by
clicking here.


3. MINIMUM AGE

You represent that you are at least 18 years of age (or the age of majority in
the State in which you reside). The Services are not intended for minors and you
may not use the Services if you are under 18 years of age (or the age of
majority in the State in which you reside).


4. SEAMLESS.AI DATA

Seamless.AI makes available certain data and information to users or the public
through the Services, including, but not limited to, information about
professional contacts and businesses (collectively, “Seamless.AI Data”). As
between you and Seamless.AI, all Seamless.AI Data is the property of
Seamless.AI. Seamless.AI retains all right, title and interest in Seamless.AI
Data.



You agree to access, use, disclose, retain and otherwise process Seamless.AI
Data only for the purpose of supporting business-to-business (“B2B”) development
opportunities, including for identifying and researching prospective or existing
B2B sales, marketing or recruiting opportunities for your business
(collectively, the “Permitted Purposes”) and only as otherwise permitted by
these Terms. Unless required by applicable law, you agree not to access, use,
disclose, retain or otherwise process Seamless.AI Data for any other purpose.
You are strictly forbidden from accessing, using or otherwise processing
Seamless.AI Data:

 1. For your personal, family or household purposes, or in connection with any
    non-B2B customers or prospects;
 2. In any unlawful, biased, fraudulent or discriminatory manner or for purposes
    of tracking, profiling or surveilling individuals;
 3. To send fraudulent or unlawful communications to individuals or entities; or
 4. To sell, rent, license, release, disclose, distribute, disseminate,
    sublicense, transfer, or otherwise make available, in whole or in part, any
    Seamless.AI Data to a third party for monetary or other valuable
    consideration, or otherwise incorporate any portion of Seamless.AI Data into
    your own or others’ products or services.

You acknowledge and agree that Seamless.AI is not a consumer reporting agency,
and you will not use any Seamless.AI Data or the Services for any purpose
regulated under the Fair Credit Reporting Act (“FCRA”), 15 U.S.C. § 1681b,
including, without limitation, as a factor in (i) establishing an individual’s
eligibility for credit or insurance or assessing risks associated with existing
credit obligations, (ii) evaluating an individual for employment purposes, (iii)
determining an individual’s eligibility for a license or other benefit that
depends on an applicant’s financial responsibility or status, or (iv) for any
other purposes subject to the FCRA.

You shall take reasonable steps to protect Seamless.AI Data from misuse, theft,
unauthorized access, misappropriation or other compromise. You shall immediately
notify Seamless.AI in writing at legal@seamlessleads.com upon becoming aware of
any actual or suspected unauthorized access to or misuse, theft,
misappropriation or other compromise of Seamless.AI Data (“Data Incident”). In
the event of a Data Incident, you agree to promptly investigate the incident,
take all necessary and advisable corrective actions, and cooperate fully with
Seamless.AI in all reasonable and lawful efforts to prevent, mitigate or rectify
the incident. You will provide Seamless.AI with such assurances as Seamless.AI
may request that such Data Incident is not likely to reoccur.


5. PROHIBITED USES

You agree to use the Services professionally, ethically and lawfully. You may
not use the Services in any manner that:

 1. Is defamatory, unlawful, harassing, abusive, threatening, obscene, hateful,
    sexist, or racially or ethnically offensive;
 2. Constitutes a breach of any person’s privacy or publicity rights;
 3. Violates any statute, regulation, or ordinance;
 4. Promotes software or services that deliver unsolicited mail; or
 5. Promotes, encourages, or facilitates terrorism or other activities that risk
    national security.

You may not upload, post, communicate, or otherwise transmit any information or
other materials on or through the Services that:

 1. Contain any viruses, Trojan horses, worms, cancel bots, time bombs, spyware,
    or similar computer malicious code;
 2. Is knowingly untrue, inaccurate, or misleading;
 3. Violates U.S. law, or is obscene, obscene as to minors, child pornography,
    defamatory, racist, lewd, lascivious, filthy, excessively violent,
    harassing, or otherwise objectionable; or
 4. Damages or interferes with the operations of the Services or with other
    users of the Services.

You further agree that you will not:

 1.  Access the Services or obtain information therefrom in an unauthorized
     manner;
 2.  Misuse passwords, Seamless.AI Data, the Services, third-party services, or
     our systems or network;
 3.  Share, sell, distribute or otherwise transfer your Account or allow your
     login credentials to be used by any other individual.
 4.  Impersonate any person or entity;
 5.  Falsely state or otherwise misrepresent your affiliation with a person or
     entity;
 6.  Use Seamless.AI Data or content from the Services for any purpose
     inconsistent with the purpose of the Services, any purpose other than the
     Permitted Purposes or in violation of these Terms;
 7.  Use hidden pages, images, or restricted access pages;
 8.  Use the Services in connection with surveys, contests, pyramid schemes,
     chain letters, junk email, spam, or any duplicative or unsolicited
     messages;
 9.  Use any automated procedure to gather information or data from the Services
     by means of what is commonly called a “bot” or otherwise;
 10. Interfere with or disrupt the Services, servers, or networks connected to
     the Services;
 11. Integrate Seamless.AI Data into any customer relationship management,
     marketing automation, or sales enablement platform to allow unauthorized
     users to access or use Seamless.AI Data;
 12. Breach or attempt to breach the security of software, networks, servers,
     data, computers, or other hardware relating to the Services (or that of any
     third party that is hosting or interfacing with any part of the Services);
 13. Create any frames at any other websites pertaining to or using any of the
     information provided through the Services, or promote bonus items,
     giveaways, random drawings, contests, or prizes on the Services;
 14. Duplicate, copy, or otherwise exploit the Services or content therefrom for
     unauthorized commercial purposes; or
 15. Violate the rights of third parties.


6. SUBSCRIPTION FEES

You agree to pay the applicable subscription fees for your use of the Services,
set forth in your order form (the “Subscription Fees”). All subscriptions for
the Services are annual with monthly or annual billing cycles. Payment is due in
advance at the start of each billing cycle. Except as expressly provided in
these Terms, all sales are final once you elect to purchase a subscription to
the Services. If you wish to cancel your subscription, you must make your
cancellation request by providing written notice to us no later than 60 days
prior to the next annual contract renewal date. If notice of cancellation is
given less than 60 days before the renewal, the annual contract will
automatically renew for an additional 12 months. 



We may change the Subscription Fees by providing you notice in accordance with
the "Notice" Section below. The price change is effective immediately upon
notice. Your continued use of the Services after such change constitutes your
agreement to the price change. You should review the Services, Account, email,
and mail frequently for changes to the price. 



You are responsible for keeping your billing information current. Your credit or
debit card will be charged by Seamless.AI on the first day of each billing
cycle. You authorize Seamless.AI to charge the Subscription Fees to the credit
or debit card (or other payment method accepted by Seamless.AI on its website)
provided by you in connection with your Account, plus any sales, use or similar
taxes. You represent that you have the legal right to use any credit or debit
card or other payment method you provide us.



We place limits on your use of the Services, including on the number of leads
generated by you, and the number of email addresses or other business contact
information you may export, download or view through the Service (collectively,
“Service Limits”). The current Service Limits for each service plan are linked
here. We reserve the right to modify the Service Limits applicable to each
service plan or introduce new Service Limits at any time in our sole discretion,
provided that we will notify you of such changes (which notice may be provided
in accordance with the “Notice” Section of these Terms or posted within the
Service or on the Seamless.AI website).



If Seamless.AI has not received payment by the due date, then without limiting
any other right or remedy available to Seamless.AI, Seamless.AI may charge a
late fee of 2% of the amount due, report unpaid amounts to business credit
bureaus, or engage in collections activities to recover amounts due from you. We
may recover attorneys’ fees and/or collections fees relating to your unpaid or
late fees or relating to these activities.


7. OPT-IN PURCHASES

We offer various digital products, services, features or content available for
purchase ("Opt-in Purchases"). These Opt-in Purchases may include, but are not
limited to, virtual goods, premium features, subscriptions and other digital
content.




Opt-in Purchases may be offered for a one-time fee or on a recurring basis,
depending on the specific offering. You agree to pay all applicable charges
associated with the selected Opt-in Purchases.  We reserve the right to change
the prices of Opt-in Purchases at any time, provided that any changes will not
apply to transactions already completed.  Opt-in purchases are non-refundable.




You acknowledge that all Opt-in Purchases are intended for your use. Any
unauthorized resale, distribution, or exploitation of purchased digital content
is prohibited.




All Opt-In Purchases are subject to the terms and conditions herein. By making
any Opt-in Purchases you hereby represent and warrant that you have the full
authority and legal right to make such purchase on behalf of the organization
affiliated with your account.




We reserve the right to modify, suspend or terminate the availability of Opt-In
Purchases at any time without prior notice.





8. SUBMITTED DATA

In using the Services, Seamless.AI may collect data from you and your device
through various sources, such as when you use our websites, Google Chrome
Extension or features we offer to integrate our Services with your accounts and
data on third-party platforms and services (collectively, “Submitted Data”). If
you enable our integration features in the Services, you authorize us to collect
Submitted Data from your professional networking and customer relationship
management platforms, email accounts, social media accounts and other online
accounts that you choose to integrate into our Services. We may use the
Submitted Data to provide our Services or in accordance with these Terms or
other documentation made available to you. You acknowledge and understand that
upon being enabled, these integrations will stay in place and may continue to
collect Submitted Data until you remove them.




You shall not make available to Seamless.AI any Submitted Data that you are
prohibited from sharing or disclosing to Seamless.AI. You represent and warrant
that you or your licensors have the right to share all Submitted Data with
Seamless.AI in accordance with these Terms, and that the Submitted Data does not
violate or infringe upon our or any third party’s intellectual property rights
(including copyrights, trademarks, trade secrets, patents, and publicity
rights). You also represent and warrant that the Submitted Data is accurate and
complete to the best of your knowledge. You agree that you are solely liable for
any losses you or we may incur as a result of the Submitted Data for reasons of
infringement or otherwise.




You should not make available any Submitted Data that you wish to remain
strictly confidential. You hereby acknowledge that you understand and agree that
Seamless.AI will make available any contact-related information contained in
your Submitted Data to our users or the public, including without limitation,
any name, email address, phone number, professional information or other
personal information related to your contacts described in our Privacy Policy.
You agree that by using the Services, you are granting Seamless.AI an
irrevocable, perpetual, non-exclusive, transferrable, sublicensable, royalty
free, worldwide license to use, modify, reproduce, adapt, sell, distribute,
perform, publish, create derivative works based on, publicly display, and
otherwise exploit all or any portion of Submitted Data for any purpose
whatsoever, without restriction, compensation to you or attributing the
Submitted Data to you.




You are responsible for reviewing Submitted Data for accuracy, completeness and
compliance with these Terms. We may remove, disable, or restrict access to or
the availability of any Submitted Data from the Services that we believe, in our
discretion, to violate these Terms (whether or not we are, in fact, correct in
our assessment). If you believe that we have acted mistakenly with respect to
certain Submitted Data, you may contact us, in which case we may investigate the
matter further. We nevertheless may take no further action.


9. INTELLECTUAL PROPERTY

All content made available to you by Seamless.AI in connection with the
Services, including, without limitation, Seamless.AI Data, software, text,
graphics and images, trademarks, service marks, logos and any other intellectual
property, but excluding your Submitted Data (collectively “Seamless.AI Content”)
is the property of Seamless.AI and its licensors. Subject to payment of
applicable Subscription Fees, we grant you a personal, non-sublicensable,
non-transferable, non-exclusive, and revocable license to use the Services
solely for the Permitted Purposes in accordance with these Terms. We may revoke
this license at any time for any or no reason by terminating your subscription
to the Services. You may not sell or publicly display or distribute any
Seamless.AI Content or otherwise use the Seamless.AI Content in a manner not
expressly permitted in these Terms without Seamless.AI’s prior written consent.



Without limitation of the foregoing, the Services may contain certain content
from third parties which may be subject to its own additional license terms and
policies (“Third Party Content”). You should refer to the terms and policies
posted on third party websites prior to using any such Services. Seamless.AI
does not endorse, oppose or edit any opinion, claim, or analysis expressed by
any third party. You agree that Seamless.AI is not responsible for the substance
or accessibility of any Third Party Content accessible through the Services and
understand that you bear all risks associated with your access to or use of such
content.



The Services contains our intellectual property and that of other third parties
and is protected by U.S. and international copyright law and other intellectual
property laws. Unauthorized reproduction or distribution of the Services or
Seamless.AI Content, in whole or in part, without our express written consent,
may result in civil and criminal penalties, and may be prosecuted to the maximum
extent possible under law. The publication or dissemination of any Seamless.AI
Content or the Services, without our express, written consent is prohibited and
may result in termination of your rights to use or access the Services. Unless
otherwise explicitly stated in these Terms, we do not provide you with any right
to our intellectual property rights, or those of a third party, whether by
estoppel, implication, waiver or otherwise, and all rights are hereby reserved
by Seamless.AI.



You agree not to modify, alter, remove, or deface any of the trademarks, service
marks or other intellectual property made available by us in connection with the
Services. You agree not to use any Seamless.AI Content for any purpose other
than the Permitted Purposes in accordance with these Terms. You agree not to
defame or disparage us, our trademarks or service marks, or any aspect of the
Services. Unless otherwise specifically agreed in writing by Seamless.AI, you
agree not to adapt, translate, modify, decompile, disassemble, copy, create
derivative works of, or reverse engineer the Services or any software or
programs used in connection with the Services.


10. COPYRIGHT INFRINGEMENT NOTIFICATION & DIGITAL MILLENNIUM COPYRIGHT ACT

We endeavor to comply with the Digital Millennium Copyright Act of 1998. If you
believe that the Services contain content that infringes on your copyright,
please forward the following information to Seamless Contacts, Inc. DMCA Agent,
7652 Sawmill Road, Suite 341, Dublin,Ohio 43016, or by email to
dmca@seamlessleads.com.

 1. Your postal address, telephone number, and email address;
 2. A description of the copyrighted work that you claim has been infringed;
 3. A description of the location of an original or an authorized copy of the
    copyrighted work, such as a URL;
 4. A statement by you that you have a good faith belief that the disputed use
    is not authorized by you, the copyright owner, its agent, or the law;
 5. An electronic or physical signature of the person authorized to act on
    behalf of the owner of the copyright interest; and
 6. A statement by you, made under penalty of perjury, that the above
    information in your notice is accurate and that you are the copyright owner
    or authorized to act on the copyright owner’s behalf.

It is our policy to terminate the access rights of repeat infringers.


11. COMPLIANCE

You agree to use the Services, including without limitation Seamless.AI Data, in
compliance with these Terms and all applicable laws, rules and regulations,
including without limitation, privacy laws, rules and regulations. To the extent
required by applicable law, you will maintain a publicly available and easily
accessible privacy policy that (i) complies with applicable privacy laws and
regulations, and (ii) comprehensively, clearly and accurately describes your
collection, use, sharing, protection and other processing of personal
information in connection with your use of the Services. You will ensure the
content of your privacy policy remains consistent with these Terms and
Seamless.AI's Privacy Policy.




You are solely responsible for any communications between you and any individual
whose contact or business information is made available through the Services.
You shall communicate with such individuals in compliance with applicable laws,
rules and regulations. Without limitation of the foregoing, to the extent
required by applicable law, you shall (i) allow individuals to opt out of
receiving marketing emails, text messages or other communications from you, (ii)
maintain exclusionary lists relating to individuals who wish not to receive
marketing communications from you, and (iii) comply with applicable do-not-call
and do-not-email lists.




In the event a law, regulation, enforcement action, investigation, litigation or
claim, or any other circumstance, is reasonably likely to adversely affect your
ability to comply with these Terms, you agree to promptly notify Seamless.AI and
take reasonable and appropriate steps to prevent or remedy any non-compliance,
or promptly cease your use of the Service and processing of any portion of
Seamless.AI Data. Seamless.AI may, at any time and without prior notice to you
or penalty of any kind to Seamless.AI, suspend, restrict, revoke or terminate
your access to or use of any or all of the Service if Seamless.AI, in its sole
discretion, believes you have violated these Terms or as Seamless.AI otherwise
deems appropriate to protect the security or integrity of the Services.




You acknowledge and agree that Seamless.AI will have the right to monitor your
use of the Services and your compliance with these Terms. You must not interfere
or attempt to interfere with such monitoring. Upon request from Seamless.AI, you
agree to make available to Seamless.AI all information and materials reasonably
necessary to demonstrate compliance with these Terms, and allow for and
contribute to audits and inspections conducted by or on behalf of Seamless.AI
relating in any way to your compliance. You shall reasonably cooperate with any
such request, monitoring or inspection initiated by Seamless.AI. Seamless.AI may
ask you to validate or certify your continued compliance with these Terms.
Failure to validate or self-certify your compliance upon request from
Seamless.AI may result in Seamless.AI revoking your access to the Services, or
requiring you to promptly delete Seamless.AI Data in your possession, custody or
control.




We may request that you delete the personal information of individuals who have
requested that their personal information be deleted. Upon request from
Seamless.AI, you agree to take all reasonable and appropriate steps to promptly
and securely delete the relevant Seamless.AI Data in your possession, custody or
control.


12. THIRD-PARTY SERVICES, LINKS, AND FEATURES

We may provide third-party services, links, or features through our Services as
a convenience to you. We have no control over the content or service made
available on these third-party services, websites, or through these features and
make no representations about their availability, content, quality, or security.
Third-party services, links, and features are not intended to imply sponsorship,
affiliation, responsibility, or endorsement. We provide no warranty as to the
accuracy, availability, completeness, quality, or legality of any information
made available on these third-party sites, services, or from these features. We
provide no warranty that these third-party sites, services, and features are
virus free and will not otherwise harm your device, computer, network, or
system. We are not liable for those third parties’ actions or their failure to
act. These third parties may have their own privacy policies and terms of use
for their websites and services, and you may be bound by them. You agree to be
responsible to review those documents. If you decide to access any third-party
services, links, or features, you do so at your own risk. We are not liable for
damages or losses that you incur as a result of accessing third-party links,
services, or features.  We do not represent that any AI-generated content was
wholly generated by a human or an AI.


13. YOUR ACCOUNT

In order to access certain features and functionality of the Services, you must
establish an account with us (an "Account“). You are not permitted to share,
sell, distribute or otherwise transfer your Account or allow your login
credentials to be used by any other individual. You shall maintain the security
and confidentiality of your login credentials used to access your Account. You
shall choose a strong and secure password that you shall keep secure and
confidential. You shall promptly notify Seamless.AI in the event you believe
your login credentials have been compromised or there has been unauthorized use
of your Account. You are solely responsible for any activities or actions taken
under your Account, including as a result of the unauthorized use of your
Account. Seamless.AI is not liable for any loss you incur as a result of your
failure to comply with this section.


14. SUSPENSION AND TERMINATION

Seamless.AI may, in its discretion, terminate or suspend your access to all or
part of the Services, temporarily or permanently, for any reason, with or
without notice to you. However, if Seamless.AI terminates for a reason other
than your misconduct or breach of these Terms, and you have prepaid for
services, Seamless.AI may provide you with a pro rata refund for any pre-paid
amounts. Upon termination of these Terms for any reason, your license to access
or use the Services in any way will terminate, you shall immediately cease use,
and you shall immediately securely destroy any and all Seamless.AI Content and
Seamless.AI Data, whether in electronic form or hard copy. Upon request, and
within 5 days of that request, you shall certify such destruction to
Seamless.AI’s reasonable satisfaction using the form provided by Seamless.AI.
Seamless.AI may audit your compliance with these obligations and Seamless.AI’s
intellectual property license upon 5 days’ prior written notice.


15. WARRANTY DISCLAIMER

YOUR USE OF THE SERVICES ARE AT YOUR OWN RISK. THE SERVICES, INCLUDING ALL
SERVICES AND CONTENT, ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE MAKE NO
WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, ABOUT THE
SERVICES, INCLUDING ALL SEAMLESS.AI DATA, SERVICES, CONTENT, INFORMATION,
SOFTWARE, FUNCTIONS, PROCESSES, OR OTHER CONTENT PROVIDED OR REFERENCED HEREIN.



WE HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE, AND NON-INFRINGEMENT. WE DISCLAIM ALL WARRANTIES RELATING TO THE
AVAILABILITY, ACCURACY, SECURITY, PRIVACY, CONFIDENTIALITY, APPROPRIATENESS,
RELIABILITY, COMPLETENESS, OR TIMELINESS RELATING TO THE SERVICES. WE DISCLAIM
ANY WARRANTY THAT THE SERVICES OR SERVICES WILL BE UNINTERRUPTED, NOT DELAYED OR
SUSPENDED, UNCHANGED, OR ERROR OR VIRUS FREE, OR THAT WE WILL CORRECT ANY
DEFECTS. WE MAKE NO REPRESENTATIONS THAT THE MATERIALS CONTAINED WITHIN THE
SERVICES ARE APPROPRIATE FOR LOCATIONS OUTSIDE THE UNITED STATES.



The Terms do not affect those statutory rights that you are entitled to as a
consumer and that you cannot contractually agree to alter or waive.


16. REPRESENTATIONS AND WARRANTIES

You represent, warrant and covenant that:

 1. You have the right and authority to enter into these Terms;
 2. if you are using the Service on behalf of your employer or any other
    company, that you have the authority to enter into these Terms on behalf of
    such employer or company;
 3. you have all rights and permissions necessary (including, but not limited
    to, intellectual property right) to lawfully make available the Submitted
    Data to Seamless.AI for the purposes contemplated by these Terms;
 4. you have the right and authority to provide us with access to any and all of
    your devices, browsers, email accounts, social media accounts, professional
    networking or customer relationship management platforms and other online
    accounts from which you use the Services;
 5. all Submitted Data has been and will be obtained by you, and shared with or
    transferred to Seamless.AI, in compliance with all applicable laws, rules
    and regulations, including without limitation, ensuring that any required
    notices have been provided to and necessary consents obtained from
    individuals or entities; and
 6. you have and will continue to take reasonable steps to ensure that Submitted
    Data is accurate, complete and up-to-date.


17. INDEMNIFICATION

You agree to defend, indemnify and hold Seamless.AI, its affiliates and their
respective officers, directors, employees, agents, contractors and business
partners harmless from and against any claims, actions, demands, losses,
liabilities, fines, costs, including, without limitation, legal and accounting
fees, arising or resulting from:

 1. Your breach of these Terms;
 2. Your access to, use or misuse of the Services or any Seamless.AI Data,
    Submitted Data or features provided or made available through the Services;
 3. Your negligence, actions or omissions;
 4. Your violation or alleged violation of any law, regulation or ordinance; or
 5. Your violation or alleged violation of the rights of any third party.

We reserve the right to assume the exclusive defense and control of any matter
which is subject to indemnification under these Terms at your expense. In such
case, you agree to cooperate with any reasonable requests assisting us in the
defense of such matter. Your obligations as stated herein survive these Terms
and your use of the Services.


18. LIMITATION OF LIABILITY

EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE ARE NOT LIABLE FOR ANY
INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE DAMAGES, OR CONSEQUENTIAL DAMAGES
(INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS, LOSS OF GOODWILL,
BUSINESS REPUTATION, BUSINESS OPPORTUNITIES OR DAMAGES RESULTING FROM LOST DATA
OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE
SERVICES, OR ANY SEAMLESS.AI DATA, INFORMATION, OR SERVICES PROVIDED FOR ON OR
BY THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING
NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF YOU HAVE NOTIFIED US ABOUT SUCH
DAMAGES, OR FOR ANY CLAIMS BY ANY THIRD-PARTIES. IN NO EVENT WILL SEAMLESS.AI’S
AGGREGATE LIABILITY TO YOU, DIRECT OR OTHERWISE, EXCEED ONE HUNDRED DOLLARS
($100).



SEAMLESS.AI IS NOT LIABLE FOR THE ACCURACY, COMPLETENESS, AVAILABILITY OF THE
SERVICES, SEAMLESS.AI DATA OR SERVICES. THE CONTENT OR MATERIALS APPEARING ON
OUR SITE MAY INCLUDE TECHNICAL, TYPOGRAPHICAL, OR PHOTOGRAPHIC ERRORS.
SEAMLESS.AI IS NOT RESPONSIBLE FOR THESE ERRORS.



Some states may not allow certain limitations and exclusions of liability, so
the above limitations or exclusions may not apply to you. In such states, our
liability to you shall be limited to the greatest extent permitted by law.


19. ARBITRATION AGREEMENT AND CLASS ACTION WAIVER

A. Mandatory Arbitration. YOU AND SEAMLESS.AI AGREE TO SUBMIT ANY AND ALL
DISPUTES ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES (each, a
“Dispute”) to binding arbitration pursuant to the Federal Arbitration Act (Title
9 of the United States Code), which shall govern the interpretation and
enforcement of this arbitration agreement (“Arbitration Agreement”). You and
Seamless.AI waive the right to a trial by jury and any right to have a Dispute
heard in court. Notwithstanding the foregoing, both you and Seamless.AI retain
the right to bring an individual action in small claims court (if your claims
qualify and so long as the matter remains in such court and advances only on an
individual (non-class, non-representative) basis) and the right to seek
injunctive or other equitable relief in a court of competent jurisdiction to
prevent the actual or threatened infringement, misappropriation, or violation of
either party’s copyrights, trademarks, trade secrets, patents, or other
intellectual property rights.

In arbitration, Disputes are resolved by a neutral arbitrator instead of a judge
or jury, discovery is more limited than in court, and the arbitrator's decision
is subject to limited review by courts. The arbitrator can award on an
individual basis the same damages and relief as a court, including monetary
damages, injunctive relief, and declaratory relief. Judgment on the arbitrator's
award may be entered in any court having jurisdiction thereof. A single
arbitrator with the American Arbitration Association ("AAA“) will conduct the
arbitration, and the award may not exceed the relief allowed by applicable law.
The arbitration will be conducted in the county of your residence or another
mutually agreed location, provided that if the value of the relief sought is
$10,000 or less, you or Seamless.AI may elect to have the arbitration conducted
by telephone or based solely on written submissions, which election will be
binding on you and Seamless.AI, subject to the arbitrator’s discretion to
require an in-person hearing, if the circumstances warrant. In cases where an
in-person hearing is held, you or Seamless.AI may attend by telephone, unless
the arbitrator requires otherwise. The AAA's Consumer Arbitration Rules will
apply. If AAA will not apply those rules, then AAA's Commercial Arbitration
Rules will apply. The AAA's rules and a form that can be used to initiate
arbitration proceedings are available at https://www.adr.org/. You and
Seamless.AI agree that if for any reason AAA will not conduct or becomes
unavailable to conduct the arbitration, then a court may appoint a substitute
arbitrator, and further agree that the choice of AAA as a forum is not integral
to the Arbitration Agreement.

The arbitrator will decide all issues relating to the enforceability,
interpretation, scope, and application of this Arbitration Agreement (including
“gateway” issues of arbitrability, whether the Arbitration Agreement is
unconscionable or illusory and any defense to arbitration), and these Terms,
except that a court will resolve any question regarding the validity or
enforceability of the class action waiver set forth in Section B of this
Arbitration Agreement. The term "Dispute“ and the requirement to arbitrate will
be broadly interpreted.

B. Arbitration Class Action Waiver. You and Seamless.AI agree that the
arbitration will be conducted solely on an individual basis and not on a class,
representative, consolidated, or private attorney general basis. A Dispute may
not be consolidated with a claim brought or discovery by any person or entity
that is not a party to the arbitration proceeding. The arbitrator may not award
relief to any person or entity other than a party to the arbitration proceeding
and may only award such relief as is necessary to provide relief to a party to
the arbitration proceeding. If a court deems any portion of this Section B
invalid or unenforceable, then Sections A and C of this Arbitration Agreement
will be null and void.

C. Fees and Costs in Arbitration. Payment of all filing, administration and
arbitrator fees will be governed by the AAA's rules.

D. Non-Arbitration Class Action and Jury Waiver. You and Seamless.AI agree that
if for any reason a Dispute proceeds in court rather than arbitration: (1) you
and Seamless.AI waive any right to a jury trial; (2) the Dispute will proceed
solely on an individual, non-class, non-representative basis; and (3) neither
you nor Seamless.AI may be a class representative or class member or otherwise
participate in any class, representative, consolidated, or private attorney
general proceeding.

E. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION, YOU MAY CHOOSE TO
PURSUE YOUR CLAIM IN COURT AND NOT BY ARBITRATION IF YOU OPT OUT OF THIS
ARBITRATION AGREEMENT WITHIN 30 DAYS FROM THE EARLIER OF: (1) THE DATE YOU
ACCEPT THESE TERMS, OR (2) THE DATE YOU FIRST AGREED OR ASSENTED TO AN AGREEMENT
WITH SEAMLESS.AI THAT CONTAINED AN ARBITRATION PROVISION. The opt-out notice
must be postmarked no later than the applicable deadline and mailed to:
legal@seamlessleads.com. The opt-out notice must state that you do not agree to
this Arbitration Agreement and must include your name, address, phone number and
email address. This procedure is the only way you can opt out of this
Arbitration Agreement, and failure to comply strictly with this procedure and
the applicable deadline automatically will render the opt-out notice null and
void. If you opt out of the arbitration provision, all other parts of this
Arbitration Agreement will continue to apply.


20. NOTICE

You shall provide notice to Seamless.AI in connection with these Terms using (i)
mail (postage prepaid, return receipt requested), (ii) courier, or (iii)
overnight delivery service.




You may provide notice to Seamless.AI at:

Seamless.AI

Attention: Privacy Officer

Seamless Contacts, Inc.

7652 Sawmill Road,

Suite 341,

Dublin, Ohio 43016



You may ask questions or contact us by phone at (614) 636-2781 or by email at
Legal@seamlessleads.com. 




Seamless.AI may provide notice to you using the contact information associated
with your Account. 




Seamless.AI may provide notice to you using (i) the contact information
associated with your Account, (ii) the Service, (iii) your Account, (iv) email,
(v) mail, (vi) courier, or (vii) overnight delivery service. 






21. OTHER TERMS




A. INJUNCTIVE RELIEF

You agree and acknowledge that any access, use, disclosure, retention or other
processing of Seamless.AI Data in violation of these Terms may cause immediate
and irreparable harm to Seamless.AI for which money damages may not constitute
an adequate remedy. Therefore, you agree that Seamless.AI may obtain specific
performance and injunctive or other equitable relief, in addition to its
remedies at law. Seamless.AI shall be entitled to such equitable relief in
addition to all other remedies at law or in equity.


B. CHOICE OF LAW AND VENUE

These Terms are governed by the internal substantive laws of the State of Ohio
without respect to its conflict of laws provisions. You expressly agree to
submit to the exclusive personal jurisdiction of the state and federal courts in
Franklin County, Ohio, excluding any Disputes subject to the dispute resolution
procedures in Section 19 (Arbitration Agreement and Class Action Waiver).


C. SEVERABILITY

If any provision of these Terms is found to be invalid by any court having
competent jurisdiction, the invalidity of such provision shall not affect the
validity of the remaining provisions of these Terms, which shall remain in full
force and effect.


D. NO WAIVER

Failure by us to act on or enforce any provision of these Terms shall not be
construed as a waiver of that provision or any other provision in these Terms.
No waiver shall be effective against us unless made in writing, and no such
waiver shall be construed as a waiver in any other or subsequent instance.


E. ENTIRE AGREEMENT

Except as expressly agreed to in writing by us, these Terms constitute the
entire agreement between the parties with respect to the subject matter, and
supersede all previous or contemporaneous agreements, whether written or oral,
between the parties with respect to the subject matter.


F. HEADINGS

The section headings are provided merely for convenience and must not be given
any legal import. References to Seamless.AI includes references to its
affiliates, subsidiaries, officers, directors, employees, agents, suppliers, and
licensors.


G. ASSIGNMENT

These Terms will inure to the benefit of our successors, assigns, licensees, and
sublicensees. We may assign our rights or obligations without your consent. You
may not assign or transfer any rights or obligations under these Terms (or your
account) to anyone without our consent and any assignment or transfer in
violation of this section is void.


H. NO THIRD-PARTY BENEFICIARY

These Terms do not create any third-party beneficiary rights to any person who
is not a party.


I. SURVIVAL

Provisions of the Terms relating to limitation of liability, indemnification,
venue, choice of law, and any other provisions that by their nature should
survive, will survive the termination of these Terms.


J. LOGOS

Unless you notify us otherwise in writing, you hereby authorize us to use your
company’s logo, name, or trademark on our website or in marketing.


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