Master Platform Terms | Active

1. Introduction

These Master Platform Terms (the “Master Terms”) constitute a legally binding agreement between Seek Data LLC (“Seek”) and the customer identified in an applicable order form (“Order Form”) by which such customer procures access to the Seek Insight Cloud platform (the “Platform”) or that otherwise is provided access to the Platform (“Customer”). By executing an Order Form that incorporates these Terms by reference, or by accessing or using the Platform, Customer agrees to be bound by these Terms, as well as any of the service-specific terms (“Service Terms”) or policies (“Seek Policies”) incorporated by reference herein (collectively, the “Seek Terms & Conditions”).

1.1 Entire Agreement

The Seek Terms & Conditions constitute the entire agreement between the Parties and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning their subject matter. In the event Customer has entered into a separate, written, and manually-signed master agreement with Seek for the use of the Platform (“Existing Agreement”), such Existing Agreement shall govern; provided, however, that these Master Terms and the applicable Service Terms shall apply to any Subscriptions, features, or services (such as Agentic AI Features or Third-Party Applications) procured by Customer that are not expressly governed by the terms of such Existing Agreement. No modification, amendment, or waiver of any provision of these Master Terms shall be effective unless in writing and signed by the Party against whom the modification, amendment, or waiver is to be asserted, provided that certain Service Terms and Seek Policies may be updated according to their own terms.

1.2 Order of Precedence

Any conflict or inconsistency among or between the documents comprising the Seek Terms & Conditions shall be resolved according to the following order of precedence: (i) an Existing Agreement (to the extent applicable under Section 1.1); (ii) an executed Order Form; (iii) the Seek Policies; (iv) the Service Terms (to the extent they are applicable to Customer’s use of the Platform); and then (v) these Master Terms.

2. Platform Access & Use

2.1 General Platform Access

Subject to the Seek Terms & Conditions, Seek grants to Customer a non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use the Platform and its associated technical and user manuals or operating instructions (“Documentation”) solely for Customer’s internal business purposes (the “Platform Access”). Customer’s right to use specific modules, datasets, or features for a defined period (each, a “Subscription”) may be set forth in an Order Form. Each Subscription represents a (generally) non-cancelable commitment by Customer to the duration of the Subscription Period and the associated fees set forth in the applicable Order Form.

2.2 Applications

Through the Platform, Seek may make available software programs, products, or digital tools (“Applications”). Applications that are operated and licensed directly by Seek are referred to herein as “Seek Applications”, while those developed by third parties are referred to as “Third-Party Applications”. Certain Third-Party Applications may be subject to additional terms and conditions required by the applicable Third-Party Provider (“Third-Party Terms”), which can be located at Third-Party Terms.

2.3 Authorized Users

Customer is responsible for any individual user that it provides access to, or requests that Seek provide access to on its behalf (each, an “Authorized User”). Customer acknowledges and agrees that: (i) Customer is responsible for all Authorized Users’ use of the Platform and for their compliance with the Seek Terms & Conditions; (ii) any act or omission by an Authorized User that would constitute a breach of the Seek Terms & Conditions if taken by the Customer will be deemed a breach by the Customer; and (iii) Customer will take reasonable steps to prevent unauthorized access to the Platform, including protecting its login credentials and notifying Seek immediately of any known or suspected unauthorized use. The number of Authorized Users permitted to access the Platform may be limited as set forth in an applicable Order Form.

2.4 Platform Use & Restrictions

Customer’s Platform Access is subject to the following restrictions. Customer and its Authorized Users shall not: (i) use the Platform in any manner that violates the Seek Acceptable Use Policy, which is incorporated by reference into the Seek Terms & Conditions and available at https://insightcloud.featurebase.app/en/help/collections/0061662-acceptable-use-policy; (ii) modify, prepare derivative works of, reverse engineer, de-compile, or disassemble the Platform or any associated software; (iii) sublicense, transfer, lease, rent, or otherwise assign the right to access the Platform to any third party; (iv) alter or remove any proprietary rights notices or legends appearing on or in the Platform or Documentation; or (v) use the Platform as a service bureau or application service provider for the benefit of third parties. If Customer becomes aware of any violation of Customer’s obligations under the Seek Terms & Conditions caused by an Authorized User, Seek may immediately suspend such Authorized User and/or Customer’s Platform Access.

2.5 Changes to the Platform

Seek reserves the right to (i) enhance, upgrade, improve, or modify features of the Platform as Seek deems appropriate and in its sole discretion; (ii) add or remove Applications from the Platform; and (iii) offer additional functionality or premium feature improvements for an additional cost.

2.6 Proprietary Rights

Customer acknowledges and agrees that Seek or its licensors retain all proprietary right, title, and interest in and to: (i) the Platform, including all modifications, enhancements, derivative works, and upgrades thereto; (ii) any data or information provided by Seek within or related to the Platform (including, but not limited to the applicable Documentation); and (iii) Seek’s name, logo, or other marks (collectively, the “Seek Marks”), including any related intellectual property rights. Customer shall not use or register any trademark, service mark, business name, domain name, or social media account name or handle which incorporates in whole or in part the Seek Marks or any confusingly similar variations thereof.

2.7 Third-Party Applications

The Platform may provide Customer with access to applications, datasets, or services developed by third parties (“Third-Party Applications”). Customer acknowledges and agrees that: (i) Third-Party Applications are not owned or controlled by Seek and are provided via the Platform solely as a convenience to Customer; (ii) use of Third-Party Applications may be subject to separate terms, conditions, and payment commitments between Customer and the applicable third-party provider; (iii) Seek does not warrant, support, or assume any liability for Third-Party Applications, regardless of whether they are designated by Seek as “certified”, “featured”, or “preferred”; and (iv) Customer’s subscription to or use of Third-Party Applications is governed by the App Store & Wallet Service Terms available at App Store & Wallet Terms, which are incorporated by reference into the Seek Terms & Conditions. Any exchange of data between Customer and a Third-Party Application is solely between Customer and the applicable third-party provider.

2.8 Security Emergencies

If Seek reasonably determines that the security of the Platform or Seek’s infrastructure may be compromised due to hacking attempts, denial of service attacks, or other malicious activities, Seek may temporarily suspend Customer’s Platform Access and take action to promptly resolve any security issues. Seek will notify Customer of any suspension or other action taken for security reasons involving the Customer or Customer’s Authorized Users.

2.9 Agentic AI Features

The Platform may include features that utilize generative artificial intelligence, autonomous agents, or large language models (“Agentic AI Features”). Customer’s access to and use of these features is subject to the Agentic AI Service Terms, which are incorporated by reference into the Seek Terms & Conditions.

2.10 Customer Applications

Customer may request that Seek develop specific software programs or digital tools for Customer’s exclusive use on the Platform (“Customer Applications”). The development, implementation, and specialized licensing of any Customer Application shall be governed by a separate, mutually executed written agreement between Seek and Customer (“Application Development Agreement”). Notwithstanding anything to the contrary in these Master Terms, Customer’s use of a Customer Application shall be subject to the terms of the applicable Application Development Agreement; provided, however, that these Master Terms shall otherwise continue to apply to the Customer’s general use of the Platform and any related obligations not specifically addressed in the Application Development Agreement.

2.11 Payment Terms

All amounts due and payable from Customer to Seek, including any those set forth in an Order Form for paid Platform features or Applications (collectively, “Fees”) are subject to the following additional terms:

(a) Taxes. All Fees are exclusive of all sales, use, excise, and other similar taxes or duties imposed by any governmental entity (“Taxes”). Customer is responsible for all such Taxes, excluding those based solely on Seek’s net income or assets.

(b) Credit Card Authorization. If Customer elects to pay Fees via credit card, Customer hereby authorizes Seek to charge the provided card for all Fees and applicable Taxes. Customer is responsible for any fees or overdraft charges incurred by Seek resulting from credit card processing.

(c) Late Payments & Suspension. Late payments shall accrue interest at the rate of 1.5% per month (or the highest rate permitted by law, whichever is lower) calculated daily and compounded monthly. Customer shall reimburse Seek for all reasonable costs of collection, including attorneys’ fees. Without prejudice to any other rights or remedies, Seek reserves the right to suspend Customer’s access to the Platform for non-payment. Seek shall have no liability for any service interruptions or operational damages resulting from a suspension for non-payment.

3. Term & Termination

3.1 Term and Termination

These Master Terms remain in effect for as long as Customer has Platform Access or an active Order Form (the “Term”). Either Party may terminate these Master Terms for cause: (i) upon thirty (30) days’ written notice of a material breach if such breach remains uncured at the expiration of such period; or (ii) immediately if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. Any rights to terminate or cancel an individual Order Form or Subscription are subject to the specific terms and conditions set forth on the applicable Order Form. For clarity, the termination of an individual Order Form or a specific Subscription will not automatically terminate these Master Terms unless otherwise specified in the notice of termination.

3.2 Effect of Termination

Upon expiration or termination of these Master Terms, Customer’s Platform Access shall immediately cease. Customer shall remain liable for any fees or obligations incurred prior to the effective date of termination. Within thirty (30) days of termination, each Party shall, upon request, return or destroy the other Party’s Confidential Information in its possession.

3.3 Survival

Any provision of the Seek Terms & Conditions that by its nature should survive termination or expiration shall survive, including but not limited to: Proprietary Rights, Confidentiality, Disclaimers, Limitation of Liability, Indemnification, Governing Law, and any outstanding payment obligations.

4. Support

4.1 Support Terms

Seek will provide Customer with technical support and maintenance services for the Platform in accordance with the then-current Seek Support Terms, which are incorporated by reference into the Seek Terms & Conditions and available at https://insightcloud.featurebase.app/en/help/articles/9685667-platform-support-terms (the “Support Terms”). Customer acknowledges and agrees that the Support Terms: (i) describe the exclusive support and service level remedies available to Customer; (ii) may be updated by Seek from time to time to reflect improvements in Seek’s support infrastructure; and (iii) are applicable only to the Platform and Seek Applications, and do not apply to any Third-Party Applications.

5. Warranties & Disclaimers

5.1 Mutual Warranties

Each Party represents and warrants that: (i) it has the legal power and authority to enter into the Seek Terms & Conditions; and (ii) it will comply with all applicable laws and regulations in its performance of its obligations and use of the Platform.

5.2 Platform Warranties

Seek warrants that the Platform will perform in all material respects in accordance with the applicable Documentation. In the event of a breach of this warranty, Seek will use commercially reasonable efforts to correct the non-conformity. This represents Customer’s sole and exclusive remedy for any breach of this limited warranty.

5.3 Warranty Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SEEK AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SEEK DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. CUSTOMER ACKNOWLEDGES THAT THE PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, AND SEEK IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

6. Confidentiality

6.1 Confidential Information

“Confidential Information” means any information, maintained in confidence by a Party (“Disclosing Party”), communicated in written or oral form, marked as proprietary or confidential, or which by its form, nature, content, or mode of transmission a reasonable recipient would deem confidential or proprietary. Confidential Information includes (i) Seek’s offer, pricing, and any benchmark data or results produced; (ii) the Platform and all related trade secrets; and (iii) the specific terms of an Order Form. Confidential Information does not include information that (a) is or becomes generally available to the public without breach of these Master Terms; (b) was known to the Receiving Party prior to disclosure; (c) is rightfully received from a third party without confidentiality restrictions; or (d) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

6.2 Protection of Confidential Information

The Party receiving Confidential Information (“Receiving Party”) shall: (i) use the same degree of care to protect the Disclosing Party’s Confidential Information that it uses to protect its own similar information, but in no event less than reasonable care; (ii) use Confidential Information solely for the purpose of exercising its rights and performing its obligations under the Seek Terms & Conditions; and (iii) limit access to Confidential Information to those of its employees, contractors, and agents who need such access for purposes consistent with these Master Terms and who are bound by confidentiality obligations at least as protective as those herein. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. The Receiving Party acknowledges that a breach of its obligations under this Section 6 may cause irreparable harm to the Disclosing Party, leaving it without an adequate remedy at law. Such a breach shall entitle the Disclosing Party to seek injunctive relief in addition to all other remedies, without the necessity of posting of a bond or other security in connection therewith.

7. Risk Allocation

7.1 Customer Indemnification

Customer shall defend, indemnify, and hold harmless Seek and its affiliates, officers, directors, and employees from and against any third-party claims, costs, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or in connection with: (i) a breach by Customer or its Authorized Users of the Seek Terms & Conditions or applicable law or (ii) any claim that Customer’s use of the Platform in combination with external data, software or applications, infringes the intellectual property or privacy rights of a third party.

7.2 Seek Indemnification

Seek shall defend Customer against any third-party claim alleging that the Platform infringes a registered patent, copyright, or trademark, and shall indemnify Customer for any damages finally awarded against Customer (or settlements entered into by Seek) resulting from such claim. Seek shall have no liability under this Section if the alleged infringement arises from: (i) Customer’s use of the Platform in a manner not authorized by Seek Terms & Conditions or the applicable Documentation; (ii) the modification of the Platform by any party other than Seek; or (iii) the combination of the Platform with any products, services, hardware, or data not provided by Seek. If a claim of infringement is made, Seek may, at its option, (a) modify the Platform to be non-infringing; (b) obtain a license for Customer’s continued use; or (c) terminate the applicable Platform Access and refund any pre-paid, unused fees. THIS SECTION SETS FORTH CUSTOMER'S SOLE REMEDIES AND SEEK’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE PLATFORM, THE DOCUMENTATION, OR ANY SUBJECT MATTER OF THESE MASTER TERMS INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

7.3 Indemnification Procedures

The Party seeking indemnification (“Indemnified Party”) shall: (i) provide the other Party (“Indemnifying Party”) with prompt written notice of the claim; (ii) grant the Indemnifying Party sole control of the defense and settlement of the claim (provided that the Indemnifying Party may not settle any claim in a manner that admits fault or imposes a financial obligation on the Indemnified Party without prior written consent); and (iii) provide all reasonable assistance, at the Indemnifying Party’s expense, in connection with the defense and settlement of the claim. Failure to provide prompt notice shall only relieve the Indemnifying Party of its obligations to the extent its defense of the claim is materially prejudiced by such delay.

7.4 Limitation of Liability

EXCEPT TO THE EXTENT ARISING FROM A PARTY’S INDEMNIFICATION OBLIGATIONS AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.5 Force Majeure

Seek shall not be liable for, nor shall Seek be considered in breach of these Master Terms due to, any failure to perform its obligations under the Seek Terms & Conditions as a result of a cause beyond its reasonable control, including any act of God or a public enemy, terrorist act, act of any military, civil or regulatory authority; change in any law or regulation; epidemic, pandemic, freight embargo, strike, fire, flood, earthquake, storm or other like event; disruption or outage of communications, power or other utility; labor problem; unavailability of supplies; introduction of a virus, worm or similar disabling code in the Platform by Customer or a third party; or any other cause, whether similar or dissimilar to any of the foregoing.

8. General Provisions

8.1 Assignment

Neither Party may assign or transfer any of its rights or obligations under these Master Terms, without the other Party’s prior written consent; provided, however, that either Party may, by written notice to the other Party, assign these Master Terms in whole (but not in part) without such consent to an affiliate of the assigning Party, or in the event of a merger, acquisition, or sale of all or substantially all of its assets (a “Transaction”), to the acquirer or surviving party in such Transaction.

8.2 Severability and Waiver.

If any part of the Seek Terms & Conditions is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other parts of the Agreement. Any failure by either Party to detect, protest, or remedy any breach will not constitute a waiver or impairment of any such term or condition. A waiver can only occur pursuant to the prior written express permission of an authorized officer of the other Party.

8.3 Notices. All notices, instructions, requests, and other communications required or permitted under the Seek Terms & Conditions shall be in writing and shall be delivered in person or sent by either commercial overnight courier, certified or registered mail (return receipt requested), or electronic transmission to either Party at the respective addresses set forth on the applicable Order Form or to such other address as specified in writing by a Party to the other Party in accordance with the terms of this section.

8.4 Export Restrictions

Export laws and regulations of the United States apply to the Platform. Customer agrees that such laws govern Customer’s use of the Platform and agrees to comply with all such applicable export laws and regulations (including “deemed export” and “deemed re-export” regulations). Customer represents and warrants that Customer is not: (a) located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; or (b) listed on any U.S. Government list of prohibited or restricted parties.

8.5 Governing Law & Jurisdiction

These Master Terms and the Seek Terms & Conditions shall be governed by the laws of the State of Delaware, which governing law shall control without giving effect to conflict of law principles. Any suit or proceeding relating to the Agreement shall be brought exclusively before the state or federal courts located in the State of Delaware.

8.6 Publicity

Seek may use Customer’s name and may disclose that Customer is a user of the Platform in Seek sales and marketing materials; provided, however, that any public disclosures including press releases, social posts, and website listings shall not mention Customer in any way without prior written permission from Customer.

8.7 Independent Contractors

In the performance under the Seek Terms & Conditions, each Party is an independent contractor, and the employees, officers, and agents of one Party will act only in the capacity of representatives of that Party and not as employees, officers, or agents of the other Party.