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* Family Engagement
* Flexible Implementations
* Integrations
* Differentiated Learning
* Accessibility
* Features
* What’s New
* Multimodal Tools
* Digital Portfolios
* Assessments
* Lessons Library
* Family Communication
* Curriculum & Programs
* Instructional Design
* Alignments
* Core Subjects
* Computer Science
* Seesaw Early Literacy
* Seesaw English Language Development
* Success
* Recognition
* Awards
* Evidence
* Success Stories
* Educators
* Community & Support
* Teacher Connections
* Professionals Community
* Teacher Scrapbook
* Community Library
* The Learning Loop Podcast
* Professional Learning
* Learning Hub
* Webinars
* Live Conferences & Events
* Resources
* Teachers
* Administrators
* Families
* Classroom Dailies
* Help & FAQs
* Blog
* Pricing
* Teachers
* Try Free!
* Schools & Districts
* Tiers/Packages
* Funding Sources
* Request Information
* I am a…
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TERMS OF SERVICE
Last updated: July 08, 2024
Go to:
* Terms of Service
* U.S. End User Terms
* International End User Terms
* Terms of Service
* U.S. End User Terms
* International End User Terms
Welcome to the online service of Seesaw Learning, Inc. (“Seesaw,” “we,” or
“us“). These terms of service (these “Terms“) explain the terms by which
Customers and their Authorized Users (as such terms are defined below) may use
our online and/or mobile services, website, and software provided on or in
connection with the service and platform (collectively, the “Services“). By (a)
accessing or using the Services, (b) signing an order form with Seesaw (a
“Service Order“) specific to you or your organization, or (c) clicking a button
or checking a box marked “I Agree” (or something similar), you signify that you
have read, understood, and agree to be bound by these Terms and the Service
Order which is hereby incorporated by reference (collectively, the “Agreement“),
whether or not you are a registered user of our Services. Seesaw reserves the
right to modify these Terms and will provide notice of material changes as
described below.
PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION.
THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION PROVISION IN SECTION 12.2
AND A JURY TRIAL WAIVER PROVISION IN SECTION 12.3 THAT REQUIRE THE EXCLUSIVE USE
OF FINAL AND BINDING ARBITRATION TO RESOLVE DISPUTES BETWEEN YOU AND US,
INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THESE
TERMS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY WAIVE
YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR
CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN
ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION OR
PROCEEDING.
NOTWITHSTANDING THE FOREGOING, NOTHING IN THESE TERMS SUPERSEDES OR LIMITS YOUR
RIGHTS UNDER (1) THE TERMS AND CONDITIONS OF ANY WRITTEN AGREEMENT YOU OR YOUR
INSTITUTION HAVE ENTERED INTO WITH SEESAW REGARDING THE USE OF SERVICES, OR (2)
APPLICABLE LAWS OR REGULATIONS TO THE EXTENT THESE TERMS ARE PROHIBITED BY SUCH
LAWS OR REGULATIONS. IN THE EVENT OF ANY CONFLICT BETWEEN THESE TERMS AND THE
TERMS AND CONDITIONS OF AN APPLICABLE WRITTEN AGREEMENT YOU OR YOUR INSTITUTION
HAVE ENTERED INTO WITH SEESAW, THE TERMS AND CONDITIONS OF THE WRITTEN AGREEMENT
SHALL CONTROL.
If you subscribe to, or access or use the Services, create an organization,
invite users to that organization, or use or allow use of that organization
after being notified of a change to these Terms, you acknowledge your
understanding of the then-current Agreement and agree to the Agreement on behalf
of Customer. Please make sure, if you agree on behalf of Customer, you have the
necessary authority to enter into the Agreement on behalf of Customer before
proceeding.
1. General Provisions
1.1 Eligibility
This is a contract between you and Seesaw. You must read and agree to these
Terms before using the Services. If you do not agree, you may not use the
Services. You may use the Services only if you can form a legally binding
contract with us, and only in compliance with these Terms and all applicable
local, state, national, and international laws, rules, and regulations
(“Applicable Law“).
Customers are responsible for all Students’ and Family Members’ activities on
the Services and for ensuring that all Teachers and Family Members (each as
defined below) agree to the applicable End User Terms (these End User Terms
apply if you are in the United States, and these End User Terms apply if you are
anywhere else). The Services are not available to any users we previously
removed from the Services.
1.2 Customers, Authorized Users, and User Content
“Customer” or “you” is the school, school district, school governing body, local
authority or other body authorized to enter into agreements for the supply of
services to schools, in each case that you represent in agreeing to the
Agreement. Solely with respect to subscriptions to our Seesaw Plus Membership
(as defined below) as used herein “Customer” means the Teacher subscribed to the
Seesaw Plus Membership. If Customer’s organization is being set up by someone
who is not formally affiliated with a business entity or other organization,
Customer is the individual creating the organization. If you signed up for a
plan on behalf of a business entity or other organization, the business entity
or other organization on whose behalf you signed up is the Customer. By signing
up on behalf of your business entity or other organization, you represent and
warrant that you have all right, power, and authority to bind such entity or
organization to the Agreement. Customer may allow access and provide accounts to
the Services to its employees, faculty and administrators (collectively,
“Teachers“) to permit such Teachers to access and use the Services, as a part of
Customer’s permitted use and implementation of the Services.
Customer may authorize individuals to access the Services, including, without
limitation, Teachers, students enrolled in classes provided by Customer’s
Teachers (“Students“), and parents or legal guardians of those Students (“Family
Members“) (each of Teachers, Students, and Family Members, an “Authorized
User“). Customer will be solely responsible for all of the acts and omissions of
its Authorized Users in relation to the Services and the Agreement.
Customers and Authorized Users may provide content through the Services
(including any activities that an Authorized User publishes to a public
Community Activity Library or an Activity Library managed by the Customer) that
consists of images, comments, questions, information, documents, spreadsheets,
and any other content submitted, posted, or otherwise made available by Customer
and its Authorized Users through the Services (“User Content“), and Customer
will have the sole right and responsibility for managing use of all User Content
of its Authorized Users.
Customer will (i) inform Authorized Users of all Customer policies and practices
that are relevant to their use of the Services and of any settings that may
impact the processing of User Content; (ii) ensure that all Teachers and Family
Members agree to and comply with the provisions of the applicable End User Terms
that apply to their use of the Services, and (iii) obtain all rights,
permissions or consents from Authorized Users and other Customer personnel that
are necessary to grant the rights and licenses in the Agreement and for the
lawful use and transmission of User Content and Customer’s and the Authorized
Users’ use of the Services.
1.3 Accounts
* (a) Your User Account. Your account or your Authorized Users’ accounts on
the Services (your “User Account“) give you and your Authorized Users access
to certain services and functionalities that we may, in our sole discretion,
establish and maintain as part of the Services from time to time. We may
maintain different types of User Accounts for different types of users.
* (b) Connecting Via Third-Party Services. By connecting to the Services via
a third-party service, you give us permission to access and use your and your
Authorized Users’ information from that service, as permitted by that
service, and to store log-in credentials and/or access tokens for that
service. Without limiting the foregoing, with respect to any use of Google
OAuth to login to your User Account and any use of Google Classroom as
integrated with the Services, you agree to comply with the Google APIs Terms
of Service and such other terms and conditions as Google may provide from
time to time.
* (c) Account Security. Customer or its Authorized Users may never use
another user’s User Account without such user’s permission. When creating a
User Account, you must (and must ensure that your Authorized Users) provide
accurate and complete information, and you must keep this information up to
date. You are solely responsible for the activity that occurs on your User
Account, and the User Accounts of your Authorized Users, you will keep (and
will ensure your Authorized Users keep) your/their User Account password(s)
and/or any other authentication credentials secure, and you will not share
(and will ensure your Authorized Users do not share) your/their password(s)
and/or any other authentication credentials with anyone else. We encourage
you to use “strong” passwords (passwords that use a combination of upper- and
lower-case letters, numbers, and symbols) to protect your User Account. Any
Authorized User with administrator-level access to a Customer’s User Account
can modify the User Account settings, access, and billing information. We
will not be liable for, and expressly disclaim liability for, any losses
caused by any unauthorized use of your or any of your Authorized Users’ User
Account and/or any changes to your or any of your Authorized Users’ User
Account, including, without limitation, changes made by any Authorized User
with administrator-level access to your User Account. You will notify us
immediately of any breach of security or unauthorized use of your or any of
your Authorized Users’ User Account.
* (d) Account Settings. Customer and each Authorized User may control certain
aspects of your/their respective User Accounts and any associated user
profile, and of the way you/they interact with the Services, by changing the
settings in your/their settings page. By providing us with your email
address, you agree to our using that email address to send you
Service-related notices, including any notices required by Applicable Law, in
lieu of communication by postal mail. We may also use that email address to
send you other messages, including, without limitation, marketing and
advertising messages, such as messages notifying you of changes to features
of the Services and special offers (collectively, “Marketing Emails“) in
accordance with your preferences and subject to any restrictions under
applicable law. If you do not want to receive Marketing Emails, you may opt
out of receiving them at any time or change your preferences on the services,
by contacting the Services support team
at https://help.seesaw.me/hc/en-us/requests/new or by clicking on the
“unsubscribe” link within a Marketing Email. Opting out will not prevent you
from receiving Service-related notices.
1.4 Account Creation
Only Teachers and Customers, with administrator level access, are permitted to
create a class on the Services. For clarity, Students and Family Members are not
permitted to create classes via the Services. Once the class is created,
Teachers can invite Students, additional faculty, and Family Members to the
class. Teachers control who can upload, view, comment on, and share Student work
and they can change these permissions at any time. When Customer or a Teacher
creates a Seesaw class, as applicable, you represent and warrant that:
* a. Any Students added to such class are current Students in the class.
* b. Any additional Teachers added to such class are Authorized Users and are
authorized by Customer to access data of the Authorized Users associated with
that class.
* c. Customer and Teachers will use Seesaw only for lawful purposes and each
will abide by applicable laws and school and school district policies.
* d. Customer and Teachers will treat Seesaw as an extension of the classroom
and take reasonable steps to confirm that Students are using Seesaw
appropriately.
* e. Customer and Teachers will take reasonable measures to protect access to
users’ data accessible through the Services.
* f. Customer and Teachers will only invite Family Members who are authorized
to access a student’s educational records to view Student journals and
Customer acknowledges and agrees that it is solely responsible for the
consequences of providing such Family Members access to Student journals and
personal information through the Services.
* g. Customer and Teachers will protect your class QR code so that access to
Student journals and class journals is limited only to invited Students and
Family Members.
1.5 Changes, Suspension, and Termination. You may de-activate your User Account
at any time. We may, with or without prior notice, change the Services, stop
providing the Services or features of the Services to you, to any of your
Authorized Users, or to users generally, or create usage limits for the
Services. We may, with or without prior notice, permanently terminate or
temporarily suspend your access to your or any of your Authorized Users’ User
Accounts and/or the Services without liability, with or without cause, and for
any or no reason, including if, in our sole determination, you or any of your
Authorized Users, as applicable, violates any provision of these Terms. Upon
their termination for any reason or no reason, you continue to be bound by these
Terms.
1.6 Your Interactions with Other Users. YOU ARE SOLELY RESPONSIBLE FOR YOUR AND
YOUR AUTHORIZED USERS’ INTERACTIONS, INCLUDING SHARING OF INFORMATION, WITH
OTHER USERS, INCLUDING STUDENTS AND FAMILY MEMBERS. WE RESERVE THE RIGHT, BUT
HAVE NO OBLIGATION, TO MONITOR DISPUTES BETWEEN CUSTOMER, AUTHORIZED USERS, AND
OTHER USERS. WE EXPRESSLY DISCLAIM ALL LIABILITY ARISING FROM CUSTOMER’S
INTERACTIONS WITH OTHER USERS, AND FOR ANY AUTHORIZED USER’S ACTION OR INACTION,
INCLUDING RELATING TO USER CONTENT.
1.7 Beta Products
Occasionally, we look for beta testers to help us test our new features. These
features will be identified as “beta” or “pre-release,” or words or phrases with
similar meanings (each, a “Beta Product“). Beta Products are made available on
an “as is,” and “as available” basis and, to the extent permitted under
applicable law, without any warranties, liabilities, or contractual commitments
we make for other Services.
1.8 Feedback
Customer and Authorized Users may choose to, or we may invite you or them to,
submit comments or ideas about the Services, including without limitation about
how to improve the Services or our products (“Feedback“). By submitting any
Feedback, you agree that your and your Authorized Users’ disclosures are
gratuitous, unsolicited and without restriction and will not place us under any
fiduciary or other obligation, and you hereby assign (and you will procure that
all Authorized Users assign) all right, title, and interest in and to the
Feedback without any additional compensation by us, whether to Customer, the
Authorized User, or anyone else, and/or to disclose the Feedback on a
non-confidential basis or otherwise to anyone. You further acknowledge that, by
acceptance of the submission, we do not waive any rights to use similar or
related ideas previously known to us, or developed by our personnel, or obtained
from sources other than Customer or Authorized Users.
2. Services Usage and Restrictions
2.1 Our License to Customer
* (a) Ownership of the Services, Documentation, and Derivative Data. We (and
our licensors) own and will continue to own our Services and Documentation
(as defined below) including all related intellectual property and other
proprietary rights related thereto. Further, you acknowledge and agree that
we may collect data relating to your and your Authorized Users’ usage of the
Services, including but not limited to log data related to your and your
Authorized Users’ access to and use of the Services and the devices used to
access and use the Services (“Usage Data“) and collect, analyze, and use data
derived from User Content that has been aggregated and/or anonymized such
that it does not identify Customer, Authorized User, or any identifiable
individual person (“Derivative Data“). All Derivative Data will be owned
solely and exclusively by us and, for purposes of clarity, you agree that we
may use the Derivative Data in perpetuity for any purpose permitted by
applicable law.
We may, from time to time, make available certain third-party products and
services, including but not limited to open-source software (“Third-Party
Products“) for use in connection with the Services. Such Third-Party Products
may be made available under separate or additional terms and conditions,
including but not limited to open-source licenses, which we will make
available to you as necessary.
* (b) Licenses to the Services and Documentation. During the Term (as defined
below), we grant to you a non-exclusive, non-transferable, revocable license
to access and use, and to permit Authorized Users to access and use, the
Services, in accordance with the Agreement, for your own education purposes.
To the
extent that we may make downloadable software components available, via app
stores or other channels, as part of the Services, during the Term, we grant
to you a non-sublicensable, non-transferable, non-exclusive, revocable,
limited license for you and Authorized Users to use the object code version
of these components, but solely as necessary to use the Services. Minor
updates, bug fixes, and the like to such downloadable software components
will be included under this license for the duration of the Term.
From time to time we may make available
product documentation for the Services (the “Documentation“) via a method of
our choosing (e.g., via the Services). During the Term, we grant to you a
non-sublicensable, non-transferable, non-exclusive, revocable, limited
license for you and your Authorized Users to use the Documentation to support
your and your Authorized Users’ use of the Services.
All rights and licenses granted herein are subject to your
and your Authorized Users’ full compliance with all of the terms and
conditions of the Agreement. All rights in the Services and Documentation not
expressly granted herein are expressly reserved by us.
2.2 Customer’s Licenses to Us
* (a) Ownership of User Content. As between us on the one hand, and Customer
on the other, you will own all User Content.
* (b) License to User Content. Subject to the terms and conditions of the
Agreement, you (for yourself and all of your Authorized Users, as applicable)
represent and warrant that you have all rights necessary to grant (including
any necessary consents and authorizations from individual persons identified
in the User Content and licenses from third-parties whose content is included
in the User Content), to us a royalty-free, sublicensable, transferable,
perpetual, irrevocable, worldwide, non-exclusive, license to access, use,
host, store, reproduce, modify, publish, list information regarding,
translate, process, copy, distribute, perform, export, display, and make
derivative works of all User Content, and the names, voice, and/or likeness
contained in the User Content, in whole or in part, and in any form, media,
or technology, whether now known or hereafter developed, (i) to provide,
improve, enhance, develop, maintain and offer products or services; (ii) to
prevent or address service, security, support or technical issues; (iii) as
required by law; and (iv) as expressly permitted in writing by you. Customer
represents and warrants that it has secured all rights in and to User Content
from its Authorized Users or any third parties as may be necessary to grant
this license.
Notwithstanding the foregoing, you agree that we may collect,
analyze, use and disclose, during or after the Term (as defined below), data
derived from User Content, which is anonymized and/or aggregated in a manner
that makes the identification of Customer or any Authorized User or third
party impossible, for any business purpose, including without limitation, to
operate, analyze, improve, and market the Services and our other products and
services and share such anonymized data with our affiliates and business
partners. You further agree that we will have the perpetual right to use,
store, transmit, distribute, modify, copy, display, sublicense, and create
derivative works of such derived data.
To the extent permitted under
applicable law, we take no responsibility and assume no liability for any
User Content that Customer or any Authorized User or third-party submits,
posts, or otherwise makes available through the Services. As between you and
us, you shall be fully responsible for your (including your Authorized
Users’) User Content and the consequences of submitting, posting, or
otherwise making it available via the Services, and you acknowledge and agree
that we are acting only as a passive conduit for Customer’s and Authorized
Users’ online distribution of such User Content.
2.3 Responsibilities for User Content
We are not responsible for the content of any User Content or the way Customer
or Authorized Users choose to use the Services to store or process any User
Content. You represent and agree that you are solely responsible for (i)
providing notices and obtaining consents as legally required for the collection,
use, processing and transfer of User Content in connection with the Services;
and (ii) ensuring compliance with all laws in all jurisdictions that may apply
to User Content provided hereunder, including but not limited to all applicable
international, federal, state, provincial and local laws, rules, and regulations
relating to data privacy and security. Unless otherwise agreed to in writing,
you may not submit any User Content that includes a social security number,
passport number, driver’s license number, or similar identifier, credit card or
debit card number, or any other information which may be subject to specific
data privacy and security laws including, but not limited to, the
Gramm-Leach-Bliley Act (GLBA), the Health Insurance Portability and
Accountability Act (HIPAA), or the Health Information Technology for Economic
and Clinical Health Act (HiTECH). We do not make any representations as to the
adequacy of the Services to process your User Content or to satisfy any legal or
compliance requirements which may apply to your User Content, other than as
described herein.
2.4 Use of the Services
Customer must comply with the Agreement and ensure that all Teachers and Family
Members comply with the applicable End User Terms. We may review conduct for
compliance purposes, but we have no obligation to do so. If we believe there is
a violation of the Agreement that can be remedied by removal of certain User
Content, we will, in most cases, ask you to take direct action rather than
intervene. However, to the extent legally permissible, we reserve the right to
take further appropriate action, when we deem it reasonably appropriate if you
do not take appropriate action, or if we believe there is a credible risk of:
(i) harm to us, the Services, other users, or any third parties; or (ii)
infringement of a third party’s intellectual property rights.
2.5 Acceptable Use
* (a) Technical Restrictions. You agree not to engage , and to ensure that
none of the Authorized Users engage, in any of the following prohibited
activities: (i) disassembling, reverse engineering, decoding, or decompiling
any part of the Services; (ii) copying, distributing, or disclosing any part
of the Services in any medium, including without limitation by any automated
or non-automated “scraping”; (iii) using any automated system, including
without limitation “robots,” “spiders,” “offline readers,” etc., to access
the Services in a manner that sends more request messages to the servers
hosting the Services than a human can reasonably produce in the same period
of time by using a conventional on-line web browser; (iv) transmitting spam,
chain letters, repetitive messages, or other unsolicited advertising or
marketing email, messages or content; (v) attempting to interfere with,
compromise the system integrity or security or decipher any transmissions to
or from the servers running the Services; (vi) taking any action that
imposes, or may impose at our sole discretion an unreasonable or
disproportionately large load on our infrastructure; (vii) uploading invalid
data, viruses, worms, or other software agents through the Services; (viii)
collecting or harvesting any personally identifiable information, including
account names, from the Services; (ix) using the Services for any commercial
solicitation purposes; (x) impersonating another person or otherwise
misrepresenting your affiliation with a person or entity, conducting fraud,
hiding or attempting to hide your identity; (xi) interfering with the proper
working of the Services; (xii) using or displaying the Services in
competition with us, to develop competing products or services, for
benchmarking or competitive analysis of the Services, or otherwise to our
detriment or disadvantage; (xiii) accessing any content on the Services
through any technology or means other than those provided or authorized by
the Services; (xiv) identify or refer to us or to the Services in a manner
that could reasonably imply a relationship that involves endorsement,
affiliation, or sponsorship between you (or a third party) and us without our
prior express written consent; or (xv) bypassing the measures we may use to
prevent or restrict access to the Services, including without limitation
features that prevent or restrict use or copying of any content or enforce
limitations on use of the Services or the content therein.
* (b) User Content Restrictions. You are solely responsible for the content
of any User Content you or any Authorized Users submit through the Services.
You agree not to submit, or allow Authorized Users to submit, any User
Content that: (i) may create a risk of harm, loss, physical or mental injury,
emotional distress, death, disability, disfigurement, or physical or mental
illness to you, to any other person, or to any animal; (ii) may create a risk
of any other loss or damage to any person or property; (iii) seeks to harm or
exploit children by exposing them to inappropriate content or otherwise; (iv)
may constitute or contribute to a crime or tort; (v) contains any information
or content that we deem to be unlawful, harmful, abusive, racially or
ethnically offensive, defamatory, infringing, invasive of personal privacy or
publicity rights, harassing, humiliating to other people (publicly or
otherwise), libelous, threatening, profane, obscene, or otherwise
objectionable; (vi) contains any information or content that is illegal
(including, without limitation, the disclosure of insider information under
securities law or of another party’s trade secrets); (vii) contains any
information or content that you do not have a right to make available under
any law or under contractual or fiduciary relationships; (viii) contains any
information or content that you know is not correct and current; or (ix) to
the extent applicable, violates any school or other applicable policy,
including those related to cheating or ethics.
You agree that any User Content that you submit does not and will not
violate third-party rights of any kind, including without limitation any
intellectual property rights or rights of privacy or publicity. To the extent
legally permissible, we reserve the right, but are not obligated, to reject
and/or remove any User Content that we believe, in our sole discretion,
violates any of these provisions. You understand that publishing your User
Content on the Services is not a substitute for registering it with the U.S.
Copyright Office, the Writer’s Guild of America, or any other rights
organization. We reserve the right, but have no obligation, to monitor
communications transmitted through the Services. We shall have no liability
whatsoever for your interactions with other users (including with Authorized
Users), or for any user’s action or inaction.
3. Payment Obligations
3.1 Billing Policies; Taxes. Certain aspects of the Services may be provided for
free, while certain other aspects of the Services may be provided for a fee or
other charge (“Fee“). By electing to use non-free aspects of the Services,
including enrolling in a plan via execution of a Service Order, Customer agrees
to the pricing and payment terms applicable to Customer and as described in the
Service Order. The type of plan identified in Customer’s Service Order will
determine the payment terms that apply to Customer’s subscription. Depending on
the plan identified in Customer’s Service Order, Customer may be a part of the
Seesaw Plus program (a “Seesaw Plus Member”), or Customer may be a part of a
premium Seesaw program, including Seesaw for Schools, Seesaw Instructions and
Insights, or other premium offering (a “Seesaw Premium Member”). We may add new
products and/or services for additional Fees, add or amend Fees for existing
products and/or services, and/or discontinue offering certain aspects of the
Services at any time, in our sole discretion; provided, however, that if we have
agreed to a specific Term and a corresponding Fee, then that will remain in
force for that Fee during that Term unless otherwise provided in the Service
Order. Except as may be expressly stated in these Terms or in the Service Order,
all Fees must be paid in advance, payment obligations are non-cancelable once
incurred (subject to any cancellation rights set forth in these Terms), and Fees
paid are non-refundable. Fees are stated exclusive of any taxes, levies, duties,
or similar governmental assessments of any nature, including, for example,
value-added, sales, use, and withholding taxes, assessable by any jurisdiction
(collectively, but, for clarity, excluding taxes based on our net income,
“Taxes“). Customer will be responsible for paying all Taxes associated with its
purchases in connection with the Services.
3.2 Your Payment Method
* (a) General. Unless otherwise granted specified payment terms to process
check or ACH or otherwise stated in a Service Order, to use non-free aspects
of the Services, Customer must provide us with at least one (1) current,
valid payment card that is accepted by us and the third-party payment
processor we use, currently Stripe, Inc., which we engage to process payments
Customers make in connection with the Services (“Payment Processor”) (each
such card, a “Payment Method”). By providing a Payment Method, Customer
authorizes each of Seesaw and Payment Processor to charge that Payment Method
the applicable Fees and Taxes, including, if applicable, on a recurring basis
until Customer cancels its plan under the applicable Service Order. Fees and
Taxes will be charged to Customer’s Payment Method on the specific payment
date indicated on the Customer’s Service Order. In some cases, Customer’s
payment date may change, for example, if its Payment Method has not
successfully settled, if Customer changed its plan, or if the term of the
Service Order began on a date not contained in a subsequent term. The length
of Customer’s billing cycle will depend on the terms specified in the Service
Order. Fees are fully earned upon payment. We may authorize Customer’s
Payment Method in anticipation of Service-related charges through various
methods, including authorizing it up to one (1) month of service as soon as
Customer registers for the Services. If Customer is granted terms to process
check or ACH or otherwise stated in a Service Order, all fees are due within
thirty (30) days after the invoice date.
* (b) Third-Party Payment Processor. We or Payment Processor will attempt to
verify Customer’s Payment Method(s), and may do so by processing an
authorization hold, which is standard practice. To the extent Payment
Processor processes payments made by Customer, Customer will be subject to
terms and conditions governing the use of Payment Processor’s service. Please
review such terms and conditions as well as Payment Processor’s privacy
notice (each of which is available on Payment Processor’s website). Customer
acknowledges and understands that Payment Processor may collect and retain
third-party Fees whenever Customer pays Fees. Payment must be received by
Payment Processor before our acceptance of an order. We do not view or store
Customer’s full credit card or other Payment Method information. For all
payments, Payment Processor will collect Customer’s Payment Method details
and charge its chosen Payment Method in connection with an order. If any of
Customer’s account, order, or Payment Method information changes, Customer
will promptly update such information, so that we or Payment Processor may
complete Customer’s transaction(s) and/or contact Customer, as needed.
* (c) Payment Representations and Warranties. Customer represents and
warrants that: (i) the account, order, and Payment Method information it
supplies to us and/or to Payment Processor, as applicable, is true, accurate,
correct, and complete; (ii) it is duly authorized to use the Payment
Method(s); (iii) it will pay any and all charges incurred by users of its
Payment Method in connection with the Services, including any applicable Fees
(at the prices in effect when such charges are incurred) and Taxes; (iv)
charges incurred by Customer will be honored by its Payment Method company;
(v) Customer will not allow or enable anyone else to use its User Account
(including, without limitation, by sharing its password(s) or any other
authentication credentials with anyone else, or by attempting to transfer its
plan or User Account to anyone else); and (vi) Customer will report to us any
unauthorized or prohibited access to or use of its User Account and/or
password(s) or other authentication credentials.
* (d) Disclaimer. WE DISCLAIM ANY AND ALL LIABILITY WITH RESPECT TO, AND
CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT WE ARE NOT RESPONSIBLE FOR: (I)
ANY SECURITY OR PRIVACY BREACHES RELATED TO CUSTOMER’S CREDIT CARD OR OTHER
PAYMENT METHOD, (II) ANY FEES THAT MAY BE CHARGED TO CUSTOMER BY ITS BANK IN
CONNECTION WITH THE COLLECTION OF FEES, AND/OR (III) ANY UNAUTHORIZED USE OF
CUSTOMER’S CREDIT CARD, DEBIT CARD, OR OTHER PAYMENT METHOD BY A THIRD PARTY.
3.3 General Subscription Plans
This Section 3.3 only applies to Customers who are Seesaw Premium Members. If
you are a Seesaw Plus Member, this Section does not apply to you; please see
Section 3.4 instead.
If Customer obtains a subscription as a Seesaw Premium Member, it will be
charged the applicable subscription fee annually plus any applicable taxes and
other charges (“Subscription Fee”), at the beginning of the subscription term
set out in the Service Order and each year thereafter at the then-current
Subscription Fee. BY PURCHASING A SUBSCRIPTION TO SEESAW PREMIUM, CUSTOMER
AUTHORIZES SEESAW TO INITIATE RECURRING NON-REFUNDABLE PAYMENTS AS SET FORTH
HEREIN. If Customer purchases a subscription as a Seesaw Premium Member, we (or
our third-party Payment Processor) will automatically charge Customer each year
during the applicable Subscription Term using the Payment Method Customer has
provided until it cancels its subscription or does not renew its subscription as
set out below. By agreeing to these Terms and electing to purchase a
subscription, Customer acknowledges that its subscription has recurring payment
features and Customer accepts responsibility for all recurring payment
obligations prior to termination or cancellation of its subscription by Customer
or Seesaw, as permitted herein. Customer’s subscription continues for the term
set forth in its Service Order. No less than thirty (30) days before Customer’s
subscription term as is set out in its Service Order ends, or otherwise in
accordance with applicable law, Seesaw will send Customer a reminder email
regarding its subscription. To renew Customer’s subscription, Customer must fill
out and submit a self-serve renewal form found in the renewal email sent before
the end of subscription or contact us or an authorized Seesaw representative
requesting renewal of its subscription. By filling out the Self-Serve Renewal,
Customer authorizes us to continue charging the Subscription Fees set forth in
its Service Order and pursuant to these Terms. Customer must submit the
Self-Serve Renewal or otherwise contact us or an authorized Seesaw
representative prior to the end of the then current term set forth in its
Service Order in order to renew Customer’s subscription as a Seesaw Premium
Member. If Customer fails to submit the Self-Serve Renewal or to renew its
subscription by contacting us or an authorized Seesaw representative prior to
the day after the last day of its then current term, Customer’s subscription as
a Seesaw Premium Member will expire, the Term (as defined below) will end, and
Customer’s and its Authorized Users’ access to the relevant features and
functionalities of the Services will end.
3.4 Seesaw Plus Subscription Plans
This Section 3.4 applies to Customers who are Seesaw Plus Members only. If you
are not a Seesaw Plus Member then this Section does not apply to you.
* (a) Automatic Renewals. Subscriptions are available on an automatically
renewing subscription basis and entail payment of Fees on a subscription
basis (“Subscription Fees“). CUSTOMER’S SUBSCRIPTION WILL AUTOMATICALLY
RENEW AT THE END OF EACH SUBSCRIPTION TERM IDENTIFIED IN ITS SUBSCRIPTION
ORDER FOR SUBSEQUENT TERMS EQUAL IN LENGTH TO THAT INITIAL SUBSCRIPTION TERM
(EACH SUCH PERIOD, A “SUBSCRIPTION TERM“) UNLESS AND UNTIL CUSTOMER CANCELS
THE APPLICABLE SUBSCRIPTION IN ACCORDANCE WITH THE CANCELLATION PROCEDURES
IDENTIFIED IN SECTION 3.4(C) (INCLUDING ANY NOTICE PERIOD SPECIFIED IN
SECTION 3.4(C) (CANCELLATION PROCEDURES)).
* (b) Automatic Billing and Policies. When Customer enrolls in a
subscription, Customer expressly acknowledges and agrees that: (i) each of
Seesaw and Payment Processor is authorized to charge Customer, at the
beginning of each Subscription Term, the Subscription Fee for the applicable
subscription, any applicable Taxes, and any other charges Customer may incur
in connection with such subscription, subject to adjustment in accordance
with these Terms; and (ii) Customer’s subscription is continuous until the
earlier of: (A) Customer’s cancellation of such subscription (including any
notice period specified in Section 3.4(c) (Cancellation Procedures)) and
(B) the suspension, discontinuation, or termination of Customer’s access to
such subscription or to the Service in accordance with these Terms. Customer
understands and acknowledges that the amounts billed may vary due to changes
to the Subscription Fee in accordance with Customer’s User Account or the
Service Order, and/or changes in applicable Taxes, and Customer authorizes
each of Seesaw and Payment Processor to charge its Payment Method the changed
amounts.
* (c) Cancellation Procedures. To cancel any subscription, Customer must
notify us before the start of the next Subscription Term by using the
appropriate functionalities of the Service or by contacting us at
AR@seesaw.me. Customer will continue to have access to the subscription
through the end of the then-current Subscription Term. CUSTOMER UNDERSTANDS
THAT UNLESS AND UNTIL IT NOTIFIES US OF ITS INTENT TO CANCEL, ITS
SUBSCRIPTION AND THE CORRESPONDING SUBSCRIPTION FEE WILL AUTOMATICALLY RENEW,
AND CUSTOMER AUTHORIZES EACH OF SEESAW AND PAYMENT PROCESSOR (WITHOUT NOTICE
TO CUSTOMER, UNLESS REQUIRED BY APPLICABLE LAW) TO CHARGE CUSTOMER THE
APPLICABLE SUBSCRIPTION FEE AND ANY APPLICABLE TAXES, USING ANY OF ITS
PAYMENT METHODS.
* (d) Cancellation; Refunds. Customer may de-activate its User Account or any
subscription at any time, in its sole discretion, and we may, subject to
Section 3.1 (Billing Policies; Taxes), suspend or terminate Customer’s
subscription, its User Account, or the Service at any time, in our sole
discretion. HOWEVER, CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT, UNLESS
REQUIRED BY APPLICABLE LAW, IT WILL NOT BE ENTITLED TO RECEIVE ANY REFUND OR
CREDIT FOR ANY SUCH CANCELLATION, SUSPENSION, OR TERMINATION, NOR FOR ANY
UNUSED TIME ON ITS SUBSCRIPTION, ANY PRE-PAYMENTS MADE IN CONNECTION WITH ITS
SUBSCRIPTION, ANY LICENSE OR SUBSCRIPTION FEES FOR ANY PORTION OF THE
SERVICE, ANY CONTENT OR DATA ASSOCIATED WITH ITS USER ACCOUNT, OR ANYTHING
ELSE, AND THAT ANY SUCH REFUNDS OR CREDITS MAY BE GRANTED AT OUR SOLE OPTION
AND IN OUR SOLE DISCRETION. If Customer believes it has been improperly
charged and would like to request a refund, please contact us at
AR@seesaw.me.
3.5 Free Trials. We may, at our sole option and in our sole discretion, offer
free trials to a particular paid or premium portion of the Services, subject to
the terms of the offer. If Customer is signed up to such a free trial, the
relevant paid or premium functionalities of the Services will expire and no
longer be available to Customer or its Authorized Users as of the day that
follows the last day of its free trial. Customer may not receive a notice that
its free trial has ended If Customer cancels its free trial while it is ongoing,
Customer’s, or its Authorized Users’ (as applicable) access to the applicable
portion of the Services may be terminated immediately upon such cancellation.
4. Term and Termination
4.1 Agreement Term
For Customers, as further described below, a free subscription continues until
terminated, while a paid plan has a term that may expire or be terminated
pursuant to the Service Order or subscription plan (collectively, the “Term”).
The Agreement remains effective until all Service Orders under the Agreement
have expired or been terminated or the Agreement itself terminates. Termination
of the Agreement will terminate all Service Orders.
4.2 Termination for Cause
We or Customer may terminate the Agreement on notice to the other party if the
other party materially breaches the Agreement and such breach is not cured
within thirty (30) days after the non-breaching party provides notice of the
breach. Customer is responsible for its Authorized Users, including for any
breaches of the Agreement caused by its Authorized Users. We may terminate the
Agreement immediately on notice to Customer if we reasonably believe that the
Services are being used by Customer or its Authorized Users in violation of
applicable law. We may terminate the Agreement immediately on notice to Customer
if Customer is unable to pay its debts, or becomes insolvent, or is subject to
an order or a resolution for its liquidation, administration, winding-up or
dissolution (otherwise than for the purposes of a solvent amalgamation or
reconstruction), or has an administrative or other receiver, manager, trustee,
liquidator, administrator or similar officer appointed over all or any
substantial part of its assets, or enters into or proposes any composition or
arrangement with its creditors generally, or is subject to any analogous event
or proceeding in any applicable jurisdiction.
4.3 Termination Without Cause
Customer may terminate its free plans immediately without cause. We may also
terminate the Agreement without cause, but we will provide Customer with thirty
(30) days prior written notice.
4.4 Effect of Termination
Upon any termination for cause by Customer, we will refund Customer any prepaid
fees covering the remainder of the Term for Services not performed, after the
effective date of termination. Upon any termination for cause by us, Customer
will pay any unpaid fees covering the remainder of the Term after the effective
date of termination. In no event will any termination relieve Customer of the
obligation to pay any fees payable to us for the period prior to the effective
date of termination. Upon expiration of a paid portion of the Service, Customer
will have access to a free version of the Service and these Terms shall continue
to govern all use of the Service by Customer or its Authorized Users. If
Customer wishes to fully cancel its status as a Customer under the Agreement, it
must affirmatively notify Seesaw in writing of its intent to do so and Customer
will immediately cease use, and ensure its Authorized Users immediately cease
use, of all User Accounts under Customer’s control.
5. Copyright Policy
We respect artists and content owner rights, and it is our policy to respond to
alleged infringement notices that comply with the Digital Millennium Copyright
Act of 1998 (as it may be amended, “DMCA“). If you believe that any content
available via the Services may violate your copyright, please see our Copyright
& Intellectual Property Policy, which is incorporated into these Terms, for
instructions on sending us a notice of copyright infringement. It is the policy
of Seesaw to terminate the user accounts of repeat infringers.
6. Privacy; Data Security
6.1 Privacy. We care about your privacy. For information about how we collect,
use, and disclose your personal information and aggregated and/or anonymized
data, please refer to our Privacy Notice. For Seesaw Customers who are schools,
districts or educational institutions, our obligations with respect to
processing personal data of Authorized Users may be governed by a data
processing agreement or other contractual terms between Seesaw and the Customer.
For Customers in the EU, UK, and Switzerland, Seesaw’s standard Data Processing
Agreement (EU, UK, Switzerland) set out at [link] applies and is incorporated
into these Terms, unless otherwise agreed in writing between Seesaw and the
applicable education Customer in those jurisdictions. For Customers in the U.S.,
you can see a number of the Data Privacy Agreements Seesaw has signed by state
by clicking here. If we have not yet signed a Data Privacy Agreement with a
district in a Customer’s state, Customer must contact Seesaw to execute a new
Data Privacy Agreement.
6.2 Security. We care about the integrity and security of your personal
information. However, we cannot guarantee that unauthorized third parties will
never be able to defeat our security measures or to use your data for improper
purposes. You acknowledge that you provide your data at your own risk.
6.3 Deletion. We reserve the right to delete any User Content at any time after
termination of Customer’s status as a Customer, or at any time during the Term
after any prolonged period of inactivity of the relevant User Account which may
reasonably suggest that the account has been abandoned.
7. Additional Terms for U.S. Education Professional Customers
7.1 State or Local Government Customers
If Customer is a state or local government, the terms in this Section apply, but
only to the extent the Services are being used in Customer or its Authorized
User’s official capacity as a state or local government official. The Sections
in the contract titled “Governing Law; “Venue”; Class Action / Waiver of Jury
Trial / Fees,” and “Indemnification” will not apply to Customer only to the
extent Customer’s jurisdiction’s laws prohibit Customer from accepting the
requirements in those sections.
7.2 U.S. Education Professional Customers
If Customer is a school or educator in the United States who uses Seesaw for an
educational purpose, the terms in this Section apply. Individually and
collectively, Seesaw and Customer agree to uphold our obligations under the
Family Educational Rights and Privacy Act (“FERPA“), the Children’s Online
Privacy Protection Act (“COPPA“), the Protection of Pupil Rights Amendment
(“PPRA“), applicable state laws relating to student data privacy, and all other
laws and regulations governing the protection of Student Data. “Student Data” is
any information that is directly related to an identifiable current or former
student that is maintained by a school, school district, or related entity or
organization, or by us, in connection with the provision of the Services, and
may include “educational records” as defined by FERPA. Under FERPA, Seesaw
processes Student Data as a school official with a legitimate interest, subject
to the Customer’s direction and control. For the avoidance of doubt, Seesaw’s
processing of Student Data on behalf of Customer is governed by the terms of the
contractual agreement between Seesaw and the educational institution Customer,
including, as applicable, a Data Privacy Agreement. As between Seesaw and
Customer, Customer owns all right, title, and interest to all Student Data, and
we do not own, control, or license Student Data, except so as to provide the
Service to Customer and its Authorized Users.
By using Seesaw in an educational setting, Customer authorizes Seesaw to access,
collect, transmit, modify, display and store Student Data to provide the Service
and as otherwise described in these Terms, our Privacy Notice and other
applicable agreement between Seesaw and the Customer. If Customer permits
Students under the age of 13 to use the Service, Customer represents and
warrants that it has the requisite authority to provide consent for Seesaw to
collect personal information from Students under 13, as permitted by COPPA, for
the purposes of providing the Services. Where required, Customer represents it
has provided the necessary disclosures to Authorized Users (and to their
parents/guardians, as applicable) regarding Seesaw’s processing of Student Data.
Seesaw recommends that all teacher and educator Customers provide a copy of our
Privacy Notice to parents and guardians.
8. Representations; Disclaimer of Warranties
You represent and warrant that you have validly entered into the Agreement and
have the legal power to do so. Customer further represents and warrants that it
is responsible for the conduct of its Authorized Users and their compliance with
the terms of the Agreement. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE
SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS”
AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY
DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE
IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE,
AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICES
WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN TYPES OF WARRANTIES,
SO THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU. THE AGREEMENT GRANTS SPECIFIC
LEGAL RIGHTS, AND CUSTOMER MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM
JURISDICTION TO JURISDICTION. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE
EXTENT PROHIBITED BY APPLICABLE LAW.
9. Limitation of Liability
IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE
AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY)
EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER HEREUNDER IN THE TWELVE (12)
CONSECUTIVE MONTHS OF THE TERM COMMENCING ON THE EFFECTIVE DATE. THE FOREGOING
WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER THE SECTION 3 ABOVE.
IN NO EVENT WILL WE HAVE ANY LIABILITY TO YOU, ANY AUTHORIZED USER, OR ANY THIRD
PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT,
TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You are responsible for your login credentials, including usernames and
passwords. As between us and Customer, Customer is responsible for all login
credentials, including usernames and passwords, for its administrator accounts
as well the accounts of its Authorized Users. We will not be responsible for any
damages, losses or liability to Customer, Authorized Users, or anyone else, if
such information is not kept confidential by Customer or Authorized Users, or if
such information is correctly provided by an unauthorized third party logging
into and accessing the Services.
The limitations under this Section 9 apply with respect to all legal theories,
whether in contract, tort or otherwise, and to the extent permitted by law. The
provisions of this Section 9 allocate the risks under the Agreement between the
parties, and the parties have relied on these limitations in determining whether
to enter into the Agreement and the pricing for the Services.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF
DAMAGES, SUCH AS INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS
MAY NOT APPLY TO YOU. THE AGREEMENT GRANTS SPECIFIC LEGAL RIGHTS, AND CUSTOMER
MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. THE
FOREGOING DISCLAIMERS AND LIMITATIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY
APPLICABLE LAW.
10. Indemnification
Customer agrees to defend, indemnify and hold harmless us and our affiliates,
licensors, and suppliers, and our and their respective employees, contractors,
agents, officers and directors, from and against any and all claims, damages,
obligations, losses, liabilities, costs or debt, and expenses (including but not
limited to attorney’s fees) arising from: (i) Customer’s and any Authorized
User’s use of and access to the Services, including any User Content or other
content transmitted or received by Customer or any Authorized User; (ii)
Customer’s or any Authorized User’s violation of any term of the Agreement,
including without limitation any breach of Customer’s representations and
warranties above or any violation of any term of the applicable End User Terms
by any Teacher or Family Member; (iii) Customer’s or any Authorized User’s
violation of any third-party right, including without limitation any right of
privacy or intellectual property rights; (iv) Customer’s or any Authorized
User’s violation of any applicable law, rule or regulation; (v) User Content or
any content that is submitted via Customer’s or any Authorized User’s account,
including without limitation misleading, false, or inaccurate information; (vi)
any claim brought against Seesaw by an Authorized User of Customer; (vii)
Customer’s or any Authorized User’s gross negligence, fraud, or willful
misconduct; or (viii) any other party’s access and use of the Services with
Customer’s or any Authorized User’s unique username, password or other
appropriate security code (provided that such access and use was not our fault).
11. Confidentiality
The Services may include non-public, proprietary, or confidential information of
Seesaw and/or of other users (“Confidential Information“). Confidential
Information includes any information that should reasonably be understood to be
confidential given the nature of the information and the circumstances of
disclosure, including non-public business, product, technology, and marketing
information. You will and, you will ensure that your Authorized Users will:
(a) protect and safeguard the confidentiality of all Confidential Information
with at least the same degree of care as you would use protect your own highly
sensitive confidential information, but in no event with less than a reasonable
degree of care; (b) not use any Confidential Information for any purpose other
than to exercise your rights, or to perform your obligations, under the
Agreement; and (c) not disclose any Confidential Information to any person or
entity, except your service providers or financial or legal advisors who/that
(i) need to know the Confidential Information and (ii) are bound by non-use and
non-disclosure restrictions at least as restrictive as those set forth in this
Section.
12. Governing Law; Arbitration, and Class Action/Jury Trial Waiver
12.1 Governing Law; Venue.
You agree that the Services will be deemed solely based in the State of
California. If you are located in the United States, you hereby consent to the
exclusive jurisdiction and venue of the federal courts located in San Francisco,
California in all disputes arising out of or relating to the use of the Services
or the Agreement for any appeals of an arbitration award or for trial court
proceedings in the event that the Arbitration Agreement below is found to be
unenforceable, and each party consents and submits to the exclusive jurisdiction
of such courts. If you are located outside the United States, for any dispute
arising out of or relating to the use of the Services or the Agreement, you may
make a claim in a competent court in the country in which you reside. To the
maximum extent permitted by law, these Terms will be governed by the internal
substantive laws of the State of California, without respect to its conflict of
laws principles. The parties acknowledge that these Terms evidence a transaction
involving interstate commerce. Notwithstanding the preceding sentences with
respect to the substantive law governing these Terms, the Federal Arbitration
Act (9 U.S.C. §§ 1-16) (as it may be amended, “FAA“) governs the interpretation
and enforcement of the Arbitration provision below and preempts all state laws
(and laws of other jurisdictions) to the fullest extent permitted by Applicable
Law. If the FAA is found to not apply to any issue that arises from or relates
to the Arbitration provision, then that issue will be resolved under and
governed by the law of the U.S. state where you live (if applicable) or the
jurisdiction mutually agreed upon in writing by you and us. The application of
the United Nations Convention on Contracts for the International Sale of Goods
is expressly excluded.
12.2 Arbitration
This Arbitration Agreement applies to Customers who are located in the United
States. Read this Section carefully because it requires the parties to arbitrate
their disputes and limits the manner in which you may seek relief from us.
* (a) General. For any dispute with us, you agree to first contact us at
legal@seesaw.me and attempt to resolve the dispute informally. If we have not
been able to resolve a dispute within sixty (60) days of your first contact,
we each agree to resolve any claim, dispute, or controversy (excluding any
claims for injunctive or other equitable relief as provided below) arising
out of or in connection with or relating to the Agreement, or the breach or
alleged breach thereof by binding arbitration by JAMS, under the Optional
Expedited Arbitration Procedures then in effect for JAMS, except as provided
herein. The arbitration will be conducted in San Francisco, California unless
we agree otherwise. If you are using the Services for commercial purposes,
each party will be responsible for paying any JAMS filing, administrative and
arbitrator fees in accordance with JAMS rules, and the award rendered by the
arbitrator shall include costs of arbitration, reasonable attorneys’ fees and
reasonable costs for expert and other witnesses. If you are an individual
using the Services for non-commercial purposes: (a) JAMS may require you to
pay a fee for the initiation of your case, unless you apply for and
successfully obtain a fee waiver from JAMS; (b) the award rendered by the
arbitrator may include your costs of arbitration, your reasonable attorney’s
fees, and your reasonable costs for expert and other witnesses; and (c) you
may sue in a small claims court of competent jurisdiction without first
engaging in arbitration, but this does not absolve you of your commitment to
engage in the informal dispute resolution process. Any judgment on the award
rendered by the arbitrator may be entered in any court of competent
jurisdiction. Nothing in this Section shall be deemed as preventing us from
seeking injunctive or other equitable relief from the courts as necessary to
prevent the actual or threatened infringement, misappropriation, or violation
of our data security, intellectual property rights or other proprietary
rights.
12.3 Class Action / Waiver of Jury Trial / Fees
This waiver applies to Customers who are located in the United States: To the
maximum extent permitted by law, with respect to all persons and entities,
regardless of whether they have obtained or used the Services for personal,
commercial or other purposes, all claims must be brought in the parties’
individual capacity, and not as a plaintiff or class member in any purported
class action, collective action, private attorney general action or other
representative proceeding. This waiver applies to class arbitration, and unless
we agree otherwise, the arbitrator may not consolidate more than one person’s
claims. You and Seesaw agree that the arbitrator may award relief only to an
individual claimant and only to the extent necessary to provide relief on your
individual claim(s). Any relief awarded may not affect other users. You and
Seesaw further agree that, by entering into this Agreement, you and Seesaw are
each waiving the right to a trial by jury or to bring, join, or participate in a
class action, collective action, private attorney general action, or other
representative proceeding of any kind as a plaintiff or class member. In any
action or proceeding to enforce rights under the Agreement, the prevailing party
will be entitled to recover its reasonable costs and attorney’s fees.
13. Additional Terms for Apps
13.1 General. To use any app offered via the Services (“App”), you must have a
mobile device that is compatible with such App. Seesaw does not warrant that any
App will be compatible with your mobile device. You may use mobile data in
connection with an App and may incur additional charges from your wireless
provider in connection with such App. You understand and acknowledge that you
are solely responsible for any such charges. We hereby grant you a
non-exclusive, limited, non-transferable, and freely revocable license to use a
compiled code copy of the App(s) under your User Account on one (1) or more
mobile devices owned or controlled solely by you (except to the extent Apple or
Google permits any shared access and/or use of the iOS App or Android App (as
each of those terms is defined below), respectively), solely in accordance with
these Terms. The foregoing license grant is not a sale of any App or of any copy
thereof. You may not: (a) modify, disassemble, decompile, or reverse engineer
any App, except to the extent that such restriction is expressly prohibited by
Applicable Law; (b) rent, lease, loan, resell, sublicense, distribute, or
otherwise transfer any App to any third party, or use any App to provide time
sharing or similar services for any third party; (c) make any copies of any App;
(d) remove, circumvent, disable, damage, or otherwise interfere with
security-related features of any App, features that prevent or restrict use or
copying of any content accessible through any App, or features that enforce
limitations on use of the Apps; or (e) delete the copyright or other proprietary
rights notices on any App. You acknowledge that we may, from time to time, issue
upgraded versions of the Apps, and may automatically electronically upgrade the
version of the App that you are using on your mobile device. You consent to such
automatic upgrading on your mobile device, and you understand and acknowledge
that the terms and conditions of these Terms will apply to all such upgrades.
Any third-party code that may be incorporated into an App is covered by the
applicable open source or third-party license, if any, authorizing use of such
code. We or our third-party partners or suppliers retain all right, title, and
interest in and to the Apps (and any copies thereof). Any attempt by you to
transfer or delegate any of the rights, duties, or obligations hereunder, except
as expressly provided for in these Terms, is void. We reserve all rights not
expressly granted under these Terms.
13.2 iOS App. The Section 13.2 (iOS App) applies to any App you acquire from the
Apple App Store (such App, “iOS App”). You and Seesaw understand and
acknowledge that these Terms are solely between you and Seesaw, not Apple, Inc.
(“Apple”), and that Apple has no responsibility for the iOS App or content
thereof. Your access to and use of the iOS App must comply with the usage rules
set forth in Apple’s then-current Apple Media Services Terms and Conditions and
with the applicable Volume Content Terms. You acknowledge that Apple has no
obligation whatsoever to furnish any maintenance and support services with
respect to the iOS App. In the event of any failure of the iOS App to conform
to any applicable warranty, you may notify Apple, and Apple will refund the
purchase price (if any) for the iOS App to you; to the maximum extent permitted
by applicable law, Apple will have no other warranty obligation whatsoever with
respect to the iOS App, and any other claims, losses, liabilities, damages,
costs, or expenses attributable to any failure to conform to any warranty will
be governed solely by these Terms and any law applicable to Seesaw as provider
of the iOS App. You and Seesaw acknowledge that Apple is not responsible for
addressing any claims of you or any third party relating to the iOS App or your
possession and/or use of the iOS App, including, but not limited to: (a) product
liability claims; (b) any claim that the iOS App fails to conform to any
applicable legal or regulatory requirement; and (c) claims arising under
consumer protection or similar legislation. You acknowledge that, in the event
of any third-party claim that the iOS App, or your possession and use of that
iOS App, infringes that third party’s intellectual property rights, Seesaw, not
Apple, will be solely responsible for the investigation, defense, settlement,
and discharge of any such intellectual property infringement claim, to the
extent required by these Terms. You and Seesaw acknowledge and agree that Apple
and Apple’s subsidiaries are third-party beneficiaries of these Terms as relates
to your license of the iOS App, and that, upon your acceptance of the terms and
conditions of these Terms, Apple will have the right (and will be deemed to have
accepted the right) to enforce these Terms as relates to your license of the iOS
App against you as a third-party beneficiary thereof.
13.3 Android App. The following applies to any App you acquire from the Google
Play Store (such App, “Android App”): (a) you acknowledge that these Terms are
between you and Seesaw only, and not Google LLC or any affiliate thereof
(collectively, “Google”); (b) your access to and use of the Android App must
comply with Google’s then-current Google Play Terms of Service; (c) Google is
only a provider of the Google Play Store where you obtained the Android App;
(d) Seesaw, and not Google, is solely responsible for the Android App;
(e) Google has no obligation or liability to you with respect to the Android App
or these Terms; and (f) you understand and acknowledge that Google is a
third-party beneficiary to these Terms as they relate to the Android App.
14. Miscellaneous
14.1 Publicity
Neither party will use the other party’s name, trademarks, or logos without such
other party’s prior written consent.
14.2 Third Party Products, Links, and Information
THE SERVICES MAY CONTAIN LINKS TO THIRD-PARTY SITES, MATERIALS, AND/OR SERVICES
(COLLECTIVELY, “THIRD-PARTY SERVICES”) THAT ARE NOT OWNED OR CONTROLLED BY US,
AND CERTAIN FUNCTIONALITIES OF THE SERVICES MAY REQUIRE YOUR USE OF THIRD-PARTY
SERVICES. IF YOU OR ANY OF YOUR AUTHORIZED USERS USE A THIRD-PARTY SERVICE IN
CONNECTION WITH THE SERVICES, YOU AND YOUR AUTHORIZED USERS ARE SUBJECT TO AND
AGREE TO, AND MUST COMPLY WITH, THE THIRD PARTY’S TERMS AND CONDITIONS MADE
AVAILABLE VIA, OR AGREED IN CONNECTION WITH, ITS SERVICES. WE DO NOT ENDORSE OR
ASSUME ANY RESPONSIBILITY FOR ANY THIRD-PARTY SERVICES. IF YOU OR ANY OF YOUR
AUTHORIZED USERS ACCESS A THIRD-PARTY SERVICE FROM THE SERVICES OR SHARE YOUR
USER CONTENT ON OR THROUGH ANY THIRD-PARTY SERVICE, YOU AND YOUR AUTHORIZED
USERS DO SO AT YOUR OWN RISK, AND YOU UNDERSTAND THAT THESE TERMS AND OUR
PRIVACY NOTICE DO NOT APPLY TO YOUR OR YOUR AUTHORIZED USERS’ USE OF ANY
THIRD-PARTY SERVICE. YOU EXPRESSLY RELIEVE US FROM ANY AND ALL LIABILITY ARISING
FROM YOUR OR YOUR AUTHORIZED USERS’ ACCESS TO AND/OR USE OF ANY THIRD-PARTY
SERVICE.
14.3 Force Majeure
Neither us nor you will be liable by reason of any failure or delay in the
performance of its obligations (excluding the Customer’s payment obligations) on
account of events beyond the reasonable control of a party, which may include
denial-of-service attacks, a failure by a third party hosting provider or
utility provider, strikes (other than a strike involving a party’s own employees
or contractors), shortages, riots, fires, acts of God, war, terrorism, pandemic,
and governmental action.
14.4 Relationship of the Parties; No Third-Party Beneficiaries
The parties are independent contractors. The Agreement does not create a
partnership, franchise, joint venture, agency, fiduciary, or employment
relationship between the parties. There are no third-party beneficiaries to the
Agreement; a person who is not a party to the Agreement may not enforce any of
its terms under any applicable law.
14.5 Email Communications
Except as otherwise set forth herein, all notices under the Agreement will be by
email to the email address you provide to us, although we may instead choose to
provide notice to you through the Services. Notices to us must be sent to
legal@seesaw.me. Notices will be deemed to have been duly given (a) the business
day after it is sent, in the case of notices through email; and (b) the same
day, in the case of notices through the Services.
14.6 Modifications
We may change these Terms and the other components of the Agreement in
accordance with this Section. If we make a material change to the Agreement, we
will provide you with reasonable notice prior to the change taking effect,
either by emailing the email address associated with your account or by
messaging you through the Services. You can review the most current version of
these Terms at any time by visiting this page and by visiting the most current
versions of the other pages that are referenced in the Agreement. The materially
revised Agreement will become effective on the date set forth in our notice, and
all other changes will become effective upon posting of the change. If Customer
or any Authorized User accesses or uses the Services after the effective date of
such update, that use will constitute Customer’s and Authorized User’s
acceptance of any revised terms and conditions.
14.7 Waivers
No failure or delay by either party in exercising any right under the Agreement
will constitute a waiver of that right. No waiver under the Agreement will be
effective unless made in writing and signed by an authorized representative of
the party being deemed to have granted the waiver.
14.8 Severability
The Agreement will be enforced to the fullest extent permitted under applicable
law. If any provision of the Agreement is held by a court of competent
jurisdiction to be contrary to law, the provision will be modified by the court
and interpreted so as best to accomplish the objectives of the original
provision to the fullest extent permitted by law, and the remaining provisions
of the Agreement will remain in effect.
14.9 Conflicting Terms.
These Terms incorporate by reference the Service Order. These Terms will govern
your relationship with Seesaw however, to the extent any terms in these Terms
conflict with terms in a Service Order, the terms in the Service Order will
control.
14.10 Assignment
Neither party may assign or delegate any of its rights or obligations hereunder,
whether by operation of law or otherwise, without the prior written consent of
the other party (not to be unreasonably withheld). Notwithstanding the
foregoing, we may assign the Agreement in its entirety, without consent of
Customer or any Authorized User, to a corporate affiliate or in connection with
a merger, acquisition, corporate reorganization, or sale of all or substantially
all of its assets. Any purported assignment in violation of this Section is
void. Subject to the foregoing, the Agreement will bind and inure to the benefit
of the parties, their respective successors and permitted assigns.
14.11 Entire Agreement
The Agreement, including these Terms and all referenced pages constitutes the
entire agreement between the parties and supersedes all prior and
contemporaneous agreements, proposals or representations, written or oral,
concerning its subject matter. Without limiting the foregoing, the Agreement
supersedes the terms of any online agreement electronically accepted by Customer
or any Authorized Users. However, to the extent of any conflict or inconsistency
between the provisions in these Terms and any other documents or pages
referenced in these Terms, the following order of precedence will apply: (a) the
applicable Data Privacy Agreement; (b) these Terms; and (c) any other documents
or pages referenced in these Terms. Notwithstanding any language to the contrary
therein, no terms or conditions stated in a Customer purchase order, vendor
onboarding process or web portal, or any other Customer order documentation will
be incorporated into or form any part of the Agreement, and all such terms or
conditions will be null and void.
14.12 Survival
Any section of the Agreement that, by its terms or its nature, should survive
the termination or expiration of the Agreement shall so survive, including but
not limited to Sections 2.1(a), 2.2(a), 4.4, and 8, 9, 10, 11, 12, and 14.
14.13 Contacting Us
Please also feel free to contact us if you have any questions about the Terms or
any other part of the Agreement. You may contact us at here.
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