Service Agreement - Free Version

Last Updated: January 8, 2023

This Service Agreement (this “Agreement”) is made and entered into by and between Sedai Inc. (“Sedai”) and you, Sedai’s customer (“Customer” or “you”). The terms of this Agreement govern the free version of the service made available by Sedai (the “Freemium Service”), please read it carefully before accessing and using the Freemium Service.
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The Freemium Service is provided on the condition of Customer’s acceptance of this Agreement. By (a) clicking on the checkbox marked [“Submit”] on the registration page, or (b) accessing or using the Freemium Service, you represent and warrant that (i) if you are entering into this Agreement as an individual, (A) you are at least 18-year old and (B) you understand this Agreement and accepts all of its terms; and (ii) if you are entering into this Agreement on behalf an entity or organization, you represent and warrant that you have full legal authority to bind such organization or entity to this Agreement, and, in which case, “Customer” refers to such organization or entity. If you do not accept all the terms of this Agreement, then you may not use the Freemium Service.

1. LICENSE

1.1 Freemium Service. Subject to the terms and conditions of this Agreement, Sedai hereby grants to Customer and Customer’s Authorized Users (as defined below) the rights on a non-exclusive basis to access and use the Freemium Service during the Term (as defined below) free of charge solely in connection with Customer’s internal business operations. Customer’s access to and use of the Freemium Service is limited solely to personnel who are expressly authorized by Customer (“Authorized Users”). Customer is responsible for all actions of its Authorized Users in connection with the Freemium Service and their compliance with this Agreement. Customer and its Authorized Users are responsible for safeguarding the confidentiality of all login credentials associated with Customer’s account, and for any use (or misuse) of the Freemium Service by anyone using such passwords or user names.

1.2 Restrictions. Neither Customer nor any of its Authorized Users may interfere with or disrupt (nor attempt to interfere with or disrupt) the Freemium Service or attempt to gain access to any systems or networks supporting the Freemium Services. Customer will ensure that only Authorized Users may access or use the Freemium Service. Customer may not, without the prior written consent of Sedai, make the Freemium Service available to anyone who is not an Authorized User or any third party, including its end customers. Neither Customer nor any of its Authorized Users may: (a) publish, perform, display or otherwise provide access to all or any part of the Freemium Service to any third party; (b) modify or create derivative works of the Freemium Service or associated materials, or any part thereof; (c) copy or reproduce the Freemium Service or any associated materials, in whole or in part; (d) except as specifically permitted by applicable law, reverse engineer, decompile, disassemble or otherwise attempt to derive the source code for the Freemium Service; (e) disclose, distribute, encumber, sell, rent, lease, sublicense or transfer the Freemium Service or associated materials, or use the Freemium Service or associated materials in a timesharing or service bureau arrangement; (f) use or permit the use of the Freemium Service in violation of applicable law, or in any way that may result in all or any part of the Freemium Service falling into the public domain; (g) remove any copyright or other proprietary rights marks or legends, including any references to Sedai’s or its licensors’ names, contained in or on the Freemium Service or associated materials; or (h) transfer any rights granted hereunder.

1.3 Customer Obligations. Customer shall: (a) provide to Sedai and keep current valid contact information that includes email addresses for both a Customer primary contact and an operational/technical contact; (b) provide technical configuration details regarding its use of the Freemium Service to Sedai if requested; and (c) comply with all applicable technical specifications, requirements and policies relating to the Freemium Service as provided by Sedai.

1.4 Limited Rights. All rights in and to the Freemium Service granted under this Agreement will be limited to those expressly granted in Section 1.1. Sedai and its licensors reserve all rights and licenses in and to the Freemium Service not expressly granted under this Agreement.

1.5 Publicity. Customer agrees that Sedai may refer Customer as a customer of the Freemium Service in sales presentations, Sedai's website, marketing, and other marketing and promotional materials and may use Customer’s logo for such purposes.

1.6 Usage Data. Customer acknowledges and agrees that Sedai may collect data regarding usage and performance of the Freemium Service in connection with Customer’s access to and use of the Freemium Service (“Usage Data”). Usage Data is and will remain the exclusive property of Sedai. Sedai may use and disclose the Usage Data for its business purposes, including to monitor, improve, and market Sedai’s products.

1.7 Upgrade. Except for expressly and separately provided otherwise, Sedai has no obligation under this Agreement to provide any support to the Freemium Service nor is Sedai obligated to provide any update to the Freemium Service. If Customer desires to upgrade the Freemium Service to a premium or paid subscription, Customer may follow the instructions on Sedai’s webpage or contact Sedai at contact@sedai.io. Customer can find relevant pricing information of such premium and paid subscriptions at https://www.sedai.io/pricing.

1.8 Eligibility. To access or use the Freemium Service, you must have the requisite power and authority to enter into these Terms. You may not access or use the Freemium Service if you are a competitor of Sedai or if we have previously banned you from the Freemium Service or closed your Account.

1.9 Acceptable Use.  You shall comply with all applicable laws, rules and regulations in its use of the Freemium Service.  Customer shall use the Freemium Services solely for Customer’s internal business purposes as contemplated by this Agreement. You may not access or use the Freemium Service or Sedai technology to (a) attempt to probe, scan, or test (including without limitation stress testing or penetration testing) the vulnerability of any system or network associated with the Freemium Service or breach any security or authentication measures (b) undertake competitive analysis of the Sedai Freemium Services or Sedai technology, the development, provision, or use of a competing software service or product, or any other purpose that is to the detriment or commercial disadvantage of Sedai (c) utilize the Freemium Service to (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful, unsafe, malicious, abusive or tortious material, including material harmful to children or violative of third party privacy rights; or (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs or plant malware on Sedai’s computer systems, those systems of Sedai's third-party service providers or vendors, or otherwise use the Sedai Freemium Service to attempt to upload and/or distribute malware.

2. FEEDBACK. To the extent that Customer or any of its Authorized Users: (a) becomes aware of, discover, or identifies any errors, problems, or defects in the Freemium Service; and (b) provides Sedai with any feedback, comments, or suggestions for improvements (“Feedback”), all such Feedback will be the sole and exclusive property of Sedai. Customer hereby irrevocably transfers and assigns to Sedai and agrees to irrevocably assign and transfer to Sedai all of Customer’s right, title, and interest in and to all Feedback, including all worldwide patent rights (including patent applications and disclosures), copyright rights, trade secret rights, and other intellectual property rights (collectively, “Intellectual Property Rights”) therein.

3. OWNERSHIP. Customer further acknowledges and agrees that, as between the parties, Sedai owns all right, title, and interest in and to the Freemium Service, including all Intellectual Property Rights therein. The Freemium Service may contain certain open source components or other third party commercial software (“Third Party Software”), which may be subject to separate license terms.

4. CONFIDENTIAL INFORMATION

4.1 Definition. “Confidential Information” means: (a) the Freemium Service, and any features and information relating to, the Freemium Service; (b) any business or technical information of Sedai, including any information relating to Sedai’s product plans, designs, costs, product prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how that is designated by Sedai as “confidential” or “proprietary”; and (c) any other information that Customer should reasonably know should be treated in a confidential manner under the circumstances of disclosure or by the nature of the information itself.

4.2 Restrictions. Customer may not use or disclose any Confidential Information, except as necessary and solely for performing its obligations under this Agreement. Customer will use all reasonable efforts to protect Confidential Information from unauthorized use or disclosure, which, in no event, may be less than the efforts that Customer ordinarily uses with respect to Customer’s own proprietary information of a similar nature and importance. Customer may disclose Confidential Information only to those employees who have a bona fide need to know such Confidential Information for the performance of this Agreement; provided, that each such employee first executes a written agreement (or is otherwise already bound by a written agreement) that contains use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth in this Agreement. The obligations in this Section 4.2 will not apply to the extent any information: (a) is or becomes generally known to the public through no fault or breach of this Agreement by Customer; (b) is rightfully known by Customer at the time of disclosure without an obligation of confidentiality; (c) is independently developed by Customer without access to or use of any Confidential Information by Sedai as shown by Customer’s files and records prior to the time of disclosure; or (d) is rightfully obtained by Customer from a third party without restriction on use or disclosure. Further, any combination of Confidential Information with non-confidential information shall not be deemed to be within the exceptions merely because one or more individual items of Confidential Information are within the above exceptions.

5. DISCLAIMERS

5.1 Warranty Disclaimers. Customer acknowledges that the Freemium Service is being provided “AS IS.” SEDAI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

5.2 Acknowledgment of Service. Customer acknowledges and agrees that Sedai has the right unilaterally to modify, change, suspend, or terminate the Freemium Service, at any time and without any obligation or liability to Customer.
5.3 Customer Data. Customer acknowledges and agrees that Customer may not rely on the Freemium Service for any reason. Customer further acknowledges and agrees that Customer is solely responsible for maintaining and protecting all data and information that is stored, retrieved, or otherwise processed by the Freemium Service and that such data and information may be destroyed or rendered inaccessible at any time. Without limiting the foregoing, Customer will be responsible for all costs and expenses required to backup and restore any data and information that is lost or corrupted as a result of Customer’s access to or use of the Freemium Service.

5.4 No Third-Party Access to Customer Data.  Sedai or its authorized third party contractors may only access and use Customer’s data and information that is stored, retrieved, or otherwise accessed or processed by the Freemium Service solely in connection with Sedai’s customer support services and internal evaluation and testing of the Freemium Service, including as a result of various tests performed by Sedai or its authorized third party contractors. Customer acknowledges and agrees that Sedai will not be liable for any access to, use of or disclosure of any data or information that is stored, retrieved, or otherwise accessed or processed by the Freemium Service by Sedai or any other third party and Sedai expressly disclaims all liability in this regard.

6. LIMITATION ON LIABILITY. SEDAI WILL NOT BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES RELATED TO LOSS OF USE, DATA, BUSINESS, OR PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE FREEMIUM SERVICE OR FOR ANY ERROR OR DEFECT IN THE FREEMIUM SERVICE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT SEDAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IN NO EVENT WILL SEDAI’S TOTAL LIABILITY TO CUSTOMER FOR THE SERVICE UNDER THIS AGREEMENT EXCEED $100. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

7. TERM AND TERMINATION

7.1 Term. The term of this Agreement (the “Term”) will continue on a month-to-month basis unless terminated as provided below.

7.2 Termination. Sedai may terminate this Agreement at any time, with or without cause, upon written notice to Customer. Sedai may terminate this Agreement immediately upon written notice to Customer in the event that Customer breaches this Agreement or infringes, misappropriates, or otherwise violates Sedai’s Intellectual Property Rights. Customer may terminate this Agreement at any time by discontinuing its use of the Freemium Service and close its account associated with the Freemium Service.

7.3 Effect of Termination. Upon any termination or expiration of this Agreement: (a) the rights and licenses granted to Customer under this Agreement will automatically terminate; (b) Customer will promptly deliver to Sedai any final Feedback requested by Sedai; and (c) within five days after any such termination or expiration, Customer will, at its expense, return to Sedai or destroy and provide Sedai with a written certification of destruction of all copies of any Confidential Information in Customer’s or any Authorized User’s possession or control.

7.4 Survival. The provisions of Sections 1.5, 1.6, 2, 3, 4, 5, 6, 7.3, 7.4, and 8 will survive any termination or expiration of this Agreement.

8. GENERAL PROVISIONS.

8.1 Assignment. Customer may not assign this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of Sedai. Any attempted assignment without such consent will be null and of no effect. Sedai may freely assign this Agreement.

8.2 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California (excluding its body of law controlling conflicts of law that would result in the application of the laws of another jurisdiction). Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in San Francisco County, California and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.

8.3 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such provision will be construed so as to be enforceable to the maximum extent permissible by law, and the remaining provisions of the Agreement will remain in full force and effect.

8.4 Waiver. The waiver of any breach or default will not constitute a waiver of any other right hereunder or of any subsequent breach or default.

8.5 Notices. All notices given by Sedai under this Agreement will be communicated to Customer by sending confirmed email to the email address provided by Customer to Sedai in connection with Customer’s registration for the Freemium Service. Notices given by Customer will be communicated to Sedai by email to contact@sedai.io.

8.6 Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior communications, agreements, proposals, or representations, written or oral, concerning its subject matter.

8.7 Modifications. Sedai may modify or amend this Agreement at any time, in its sole discretion, by posting the modified Agreement on the Freemium Service or by sending a notice of such modification or amendment to the email address provided by Customer to Sedai in connection with Customer’s registration for the Freemium Service. Customer’s continued use of the Freemium Service after such posting or notice indicates that Customer agrees to be bound by the modified or amended Agreement. If Customer does not agree to be bound by the modified or amended Agreement, Customer may not use the Freemium Service anymore.