Terms of Service
SEERSLAB INC.
Thank you for your interest in Seerslab, Inc. (“Seerslab”), and its Augmented Reality (AR) solution platform and associated services (the “ARGear Service”), and related software development kit, consisting of the documentation (“Documentation”), libraries (“Libraries”), sample code (“Sample Code”), and other materials provided to you directly in the applicable SDK download, and any upgrades, modified versions, additions, and improvements therefor, if any (collectively, the “SDK”) designed to enable software developers to implement ARGear Service on one or more website(s), web application(s), or mobile application(s) owned and controlled by you (the “Product”).

These Terms of Service (the "Agreement") governs use of the SDK and ARGear Service by you, and/or the entity on whose behalf you are downloading the SDK ("you"). BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SDK and ARGEAR SERVICE, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE AGREEMENT. IF YOU DO NOT AGREE, YOU MAY NOT USE THE SDK AND ARGEAR SERVICE.

IF YOU REGISTER FOR A FREE TRIAL FOR THE SDK AND ARGEAR SERVICE, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL.

Accordingly, you and Seerslab acknowledge and agree as follows:

1. LIMITED LICENSE.
Subject to your complete and ongoing compliance with all the terms and conditions set forth in this Agreement and with the payment requirements for the ARGear Service, including without limitation all license limitations and restrictions set forth herein, during the Term, Seerslab grants you the following limited, non-exclusive, non-transferable, non-sublicensable, revocable licenses and right to access the ARGear Service to:
a. use, and (where applicable) authorize your employees to use, the SDK internally solely in connection with developing your own branded Product that interoperate with the ARGear Service;
b. incorporate unmodified Libraries into your Product, solely in accordance with all applicable Documentation and applicable terms, and subject to you obtaining and maintaining an API key from Seerslab, to distribute Libraries so incorporated in your compliant Product to end users in executable form (except and solely to the extent that the Libraries are written in a language that is traditionally delivered for runtime interpretation in source code form); and
c. use, modify, and redistribute the Sample Code pursuant to the applicable open source license, as identified in the headers or associated Documentation.

2. RESTRICTIONS.
By accessing or using the SDK, you represent, warrant, and covenant that (a) you are a person or business entity engaged in the development of software applications, and (b) in the case of a business entity, you have the full power and authority to bind such entity to the terms of this Agreement. References to "you" herein shall refer to you, and/or the entity on whose behalf you are using the SDK, and all individual users of the SDK on behalf of such entity. You acknowledge that except as specifically provided in this Agreement, the license grant under this Agreement does not permit you (directly or indirectly, in whole or in part) to and you shall not: (i) reverse engineer or attempt to derive the source code from or create derivative works of the ARGear Service, or any portion thereof; (ii) sublicense or distribute the ARGear Service or rent, electronically distribute, timeshare, or market the SDK by interactive cable, (iii) access, use, or copy any portion of the ARGear Service to directly or indirectly to develop, promote or support any product or service that is competitive with the ARGear Service, (iv) remove any identification, patent, trademark, copyright, or other notice from the ARGear Service; (v) interfere with or disrupt the integrity or performance of the ARGear Service or third-party data contained therein; (vi) attempt to gain unauthorized access to the ARGear Service, including access to other Seerslab customer’s data; (vii) disclose or publish, without Seerslab’s express prior written consent, performance or capacity statistics or the results of any benchmark test performed on the ARGear Service; or (viii) use, reproduce, distribute, or permit others to use, reproduce, or distribute the SDK for any purpose other than as specified in this Agreement. ANY USE IN VIOLATION OF THE FOREGOING LIMITATIONS AND RESTRICTIONS IS STRICTLY PROHIBITED, AND UNLICENSED.

3. RESERVATION OF RIGHTS.
The SDK is owned by Seerslab and licensed, not sold, to you. The SDK, content, visual interfaces, interactive features, information, graphics, design, compilation, computer code, products, services, and all other elements of the SDK and related documentation (the "Seerslab Materials"), are protected by copyright, trade dress, patent, and trademark laws of the United States and other jurisdictions, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. As between you and Seerslab, all Seerslab Materials, including intellectual property rights therein and thereto, are the sole and exclusive property of Seerslab or its subsidiaries or affiliated companies and/or its third-party licensors. You may not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or make any use of the Seerslab Materials except as expressly authorized hereunder. Seerslab reserves all rights not expressly granted in this Agreement. You do not acquire any right, title or interest to the Seerslab Materials, whether by implication, estoppel, or otherwise, except for the limited rights set forth in this Agreement.

4. FEES AND PAYMENT.
a. Seerslab Fees. As compensation for its services under this Agreement, you shall pay to Seerslab the amounts set forth on the ARGear Service website (www.argear.io/platform) unless otherwise agreed in an Order Form, and you shall pay to Seerslab any applicable Support fees as ordered by you in an Order Form. You agree to pay the applicable fees including any License fees. There will be no refunds or credits for partial months of service, upgrades, downgrades, or unused months. Fees listed do not include any applicable sales, use, excise or VAT taxes. You shall be responsible for payment of all such taxes (excluding taxes based on Seerslab’s net income), fees, duties and charges, and any related penalties and interest, arising from the payment of such fees or the delivery or use of the ARGear Service.
b. Upgrades, Downgrades, Cancellations. Prepaid package upgrades, downgrades, or cancellations must be processed within the Seerslab Administrative Portal. To ensure upgrades, downgrades, or cancellations are processed for an upcoming Service Period, requests must be submitted before the end of the current month (using Pacific Standard Time) to avoid billing of fees for the next month. Customer’s requested upgrades, downgrades and cancellations shall constitute an Order Form once confirmed by Seerslab.
c. Payment by Credit Card or ACH. You must maintain a payment method on file within the Seerslab Dashboard. You authorizes Seerslab to charge your payment method on file for all services purchased including License fees. You authorizes Seerslab to use a third party to process payments and consents to the disclosure of your payment information to such third party.
d. Modification of Fees. Seerslab has the right to modify the Seerslab Fees and other charges upon written notice to you, which will be provided no less than thirty (30) days prior to the new charges going into effect.
e. Billing Correspondence. Seerslab will send billing correspondence to the email address entered as billing contact by you in the Seerslab Dashboard.
f. Payment Disputes. In the event of a good faith dispute as to the calculation of a charge, you shall promptly give written notice to Seerslab stating the details of any such dispute and shall promptly pay any undisputed amount. The acceptance by Seerslab of such partial payment shall not constitute a waiver of payment in full by Seerslab of the disputed amount. You agree to pay all costs and expenses of whatever nature, including reasonable attorneys’ fees, incurred by or on behalf of Seerslab in connection with the collection of any unpaid amounts due to Seerslab hereunder.
g. Timely Payment; Suspension of Service. Any undisputed amount due to Seerslab under this Agreement and not paid within 30 days of invoice due date may be subject to a finance charge payable by you which is equal to one and one-half percent (1.5%) or the highest rate allowable by law, whichever is less, determined and compounded daily from the date such amount is due until the date such amount is paid. Notwithstanding anything to the contrary contained in this Agreement, failure to make timely payments of undisputed amounts shall constitute a default hereunder and shall entitle Seerslab to suspend you access to the ARGear Service without notice at Seerslab’s sole discretion.

5. TERM OF AGREEMENT.
Your license is effective until terminated by Seerslab (at Seerslab’s sole discretion and without notice). The License will terminate automatically if you fail to comply with any of the limitations or other requirements described herein. At termination you shall cease all use of the SDK and destroy all copies, full or partial of the SDK.

6. CONFIDENTIALITY.
During and after the Term of Agreement You shall treat the SDK and all information concerning it which is either supplied to you or of which you become aware as confidential and accordingly shall not: (a) disclose any such information to any third party; or (b) disclose any such information to any employee who has not acknowledged in writing the confidentiality of such information; or (c) use any such information other than for the purpose of its own internal use, testing, evaluation of the SDK and development of your Product except to the extent that such information is or becomes public knowledge other than through any fault of Seerslab and shall at the request of Seerslab and at its own cost take such proceedings as may be necessary to preserve the confidentiality of such information.

7. NON-COMPETITION.
During the 12 months from the commence of the Agreement You undertake not to supply, and/or develop on behalf of any third party or develop or supply to any third party, any product which competes whether directly or indirectly with the ARGear Service. Such products shall include any software which operates as a stand-alone product, or whether as part of, or integrated into, another software product, whether can only operate in conjunction with another product, whether another product is owned, licensed to or used by you. This obligation shall not restrict you from undertaking internal research and development work in respect of such competing products but you shall not undertake any marketing or promotional activities in respect of the same prior to expiry of such period. For the avoidance of doubt, the provisions of this Clause 8 shall survive the expiration of this Agreement and/or the License.

8. EXCLUSION OF WARRANTIES.
THE SOFTWARE IS PROVIDED TO YOU “AS IS”, AND ANY USE BY YOU OF THE SOFTWARE WILL BE AT YOUR SOLE RISK. SEERSLAB MAKES NO WARRANTIES RELATING TO THE SOFTWARE AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9. LIMITATION OF LIABILITY.
IN NO EVENT SHALL SEERSLAB BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTON OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SEERSLAB SDK, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILTY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF SEERSLAB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. INDEMNIFICATION.
You will defend SEERSLAB, its officers, directors, employees, and the successors and assigns of the foregoing from and against any and all claims by an unaffiliated third party directly or indirectly arising from or related to (i) facts that, if true would constitute a breach of this Agreement by you, (ii) your or your End Users’ access to, use, misuse or illegal use of the SDK or ARGear Service, or (iii) the violation or infringement by your service or your products of such third party’s U.S. Intellectual Property Rights. Seerslab reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, in which case you agree to cooperate with any reasonable requests to assist Seerslab’s defense of such matter.

11. GOVERNING LAW.
This Agreement is governed by the law of the State of California, U.S.A., without reference to conflict of laws principles. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.

12. ASSIGNMENT/TRANSFERS.
You may not assign or transfer this Agreement, in whole or in part, without Seerslab’s prior written consent. Any attempted assignment or transfer in violation of this Clause 13 will be null and void.

13. SEVERABILITY.
If any provision of this Agreement is held invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions of this Agreement shall not in any way be affected or impaired.

14. ENTIRE AGREEMENT.
This Agreement is the entire agreement between you and Seerslab concerning the SDK and ARGear Service and all related documentation and supersedes any other prior or contemporaneous agreements or communications with respect to the SDK and ARGear Service and related documentation, whether written or oral.

15. COMPLIANCE WITH EXPORT CONTROLS AND OFAC REGULATIONS.
The ARGear Service and Seerslab Materials are subject to the trade laws and regulations of the United States and other countries, including the Export Administration Regulations (EAR, 15 CFR Part 730 et seq.) and the sanctions programs administered by the Office of Foreign Assets Control (OFAC, 31 CFR Part 500). You agree that you will not import, export, re-export, transfer or otherwise use the ARGear Service or Seerslab Materials in violation of these laws and regulations, including by engaging in any unauthorized dealing involving (i) a U.S. embargoed country (currently Cuba, Iran, North Korea, Sudan and Syria), (ii) a party included on any restricted person list, such as the OFAC Specially Designated Nationals List, or the Commerce Department’s Denied Persons List or Entity List, or (iii) the design, development, manufacture, or production of nuclear, missile, or chemical or biological weapons. By using the ARGear Service and Seerslab Materials, You represent and warrant that you are not located in any such country or on any such list. You will not engage in activity that would cause Seerslab to be violation of these laws and regulations, and will indemnify Seerslab for any fines, penalties or other liabilities incurred by Seerslab for your failure to comply with this provision.

16. FORCE MAJEURE.
Neither Party hereto shall be responsible for any failure to perform its obligations under this Agreement if such failure is caused by acts of God, natural disasters, war, acts of terrorism, strikes, revolutions, lack or failure of transportation facilities, lack or failure of public utilities, laws or governmental regulations or other causes that are beyond the reasonable control of such Party. Obligations hereunder, however, shall in no event be excused but shall be suspended only until the cessation of any cause of such failure. In the event that such force majeure should obstruct performance of this Agreement for more than ten (10) days, the Parties hereto shall consult with each other to determine whether this Agreement should be modified or terminated.