Terms of Service
1. Agreement to Terms
These Terms of Service ("Terms") constitute a binding agreement between Seawaysur, Inc. ("Seawaysur," "we," "us," or "our") and the entity or person accessing or using the client resource management platform, associated applications, application programming interfaces, and related services (collectively, the "Services") ("Customer," "you," or "your").
By creating an account, clicking to accept these Terms, or accessing or using the Services, you represent that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, in which case "you" refers to that entity. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms or use the Services.
If Customer has executed a separate signed order form, master subscription agreement, or similar ordering document with Seawaysur that references these Terms (an "Order Form"), that Order Form is incorporated into and forms part of the agreement between the parties, and in the event of a direct conflict, the Order Form controls solely with respect to the subject matter it expressly addresses.
2. Definitions
- "Authorized User" means an employee, agent, or independent contractor of Customer who is authorized by Customer to access and use the Services under Customer's account.
- "Client Data" means all data, records, files, and information submitted, uploaded, or transmitted to the Services by or on behalf of Customer or its Authorized Users, including information relating to Customer's own clients, policyholders, or matters.
- "Documentation" means the user guides, help center articles, and technical documentation made available by Seawaysur describing the use and functionality of the Services.
- "Malicious Code" means viruses, worms, time bombs, trojan horses, and other harmful or malicious code, files, scripts, agents, or programs.
- "Order Form" has the meaning given in Section 1.
- "Subprocessor" means a third party engaged by Seawaysur that processes Client Data in the course of providing the Services.
3. Eligibility & Account Registration
The Services are intended for use by businesses and professional organizations, including insurance carriers, brokers, underwriters, law firms, and comparable regulated entities, and are not directed at consumers. You must be at least 18 years of age and have the authority to enter into a binding contract to use the Services.
You are responsible for providing accurate, current, and complete registration information, for maintaining the confidentiality of login credentials, and for all activity that occurs under your account, including activity by Authorized Users. You must notify Seawaysur promptly at [email protected] of any known or suspected unauthorized access to your account.
Customer is responsible for ensuring that each Authorized User complies with these Terms, and Customer remains liable for any breach of these Terms by an Authorized User to the same extent as if Customer had committed the breach itself.
4. The Services
Subject to Customer's compliance with these Terms and payment of applicable fees, Seawaysur grants Customer a non-exclusive, non-transferable, revocable right to access and use the Services during the applicable subscription term, solely for Customer's internal business operations and in accordance with the Documentation.
Seawaysur may modify, update, or enhance the Services from time to time, provided that such changes do not materially reduce the core functionality of the Services during a then-current subscription term without providing reasonable advance notice. Seawaysur does not guarantee uninterrupted or error-free operation of the Services, although Seawaysur will use commercially reasonable efforts to maintain availability consistent with any service-level commitments set out in an applicable Order Form.
4.1 Beta and Preview Features
Seawaysur may from time to time make available features, tools, or modules identified as beta, preview, early access, or similar designations ("Preview Features"). Preview Features are provided for evaluation purposes only, may be changed or discontinued at any time without notice, and are provided without warranty of any kind unless otherwise stated in writing.
5. Client Data; License and Ownership
As between the parties, Customer retains all right, title, and interest in and to Client Data, including all data concerning Customer's own clients, policyholders, matters, and counterparties that Customer or its Authorized Users submit to the Services. Customer grants Seawaysur a limited, non-exclusive, worldwide license to host, copy, transmit, display, and process Client Data solely as necessary to provide, maintain, secure, and support the Services, to prevent or address technical or security issues, and to comply with applicable law.
Customer represents and warrants that it has obtained all rights, consents, and permissions necessary to submit Client Data to the Services and to permit its processing as described in these Terms and in the Privacy Policy, including, where applicable, any consents required from its own clients, policyholders, or data subjects under applicable data protection law.
Seawaysur may collect and use data regarding the operation, performance, and usage of the Services in de-identified or aggregated form that does not identify Customer or any individual ("Aggregated Data") for purposes of analytics, benchmarking, and improving the Services, provided that Aggregated Data does not reveal Client Data in a manner attributable to Customer.
6. Acceptable Use Policy
You agree not to, and not to permit any Authorized User or third party to:
- use the Services in violation of any applicable law, regulation, or third-party right, including data protection, insurance, financial services, or legal-professional regulatory requirements;
- upload or transmit Malicious Code, or attempt to probe, scan, or test the vulnerability of the Services or any related system or network;
- reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure of the Services, except to the extent such restriction is prohibited by applicable law;
- access the Services to build a competing product or service, or engage in benchmarking or competitive analysis without Seawaysur's prior written consent;
- circumvent or attempt to circumvent any usage limitations, access controls, or security measures of the Services;
- use the Services to store or transmit content that is unlawful, defamatory, or infringing of any third party's intellectual property or privacy rights; or
- resell, sublicense, rent, or lease access to the Services to any third party except as expressly permitted in an Order Form.
Seawaysur reserves the right to suspend access to the Services, with notice where reasonably practicable, if Seawaysur reasonably believes that use of the Services poses a security risk, may expose Seawaysur or third parties to liability, or is fraudulent.
7. Fees & Payment
Customer will pay all fees specified in the applicable Order Form. Except as otherwise stated, fees are quoted and payable in [US Dollars], are non-refundable, and are exclusive of applicable taxes, levies, or duties, which Customer is responsible for paying (excluding taxes based on Seawaysur's net income).
Unless otherwise specified in an Order Form, invoiced amounts are due within [30] days of the invoice date. Amounts not paid when due may accrue interest at the lesser of [1.5%] per month or the maximum rate permitted by applicable law, and Seawaysur may suspend access to the Services for accounts more than [15] days past due, following reasonable written notice.
Seawaysur may increase fees upon renewal of a subscription term by providing at least [60] days' prior written notice.
8. Confidentiality
Each party may have access to non-public business, technical, or financial information of the other party ("Confidential Information"). Confidential Information excludes information that: (a) is or becomes publicly available without breach of these Terms; (b) was rightfully known to the receiving party prior to disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.
The receiving party will use the same degree of care it uses to protect its own confidential information of similar nature, and no less than a reasonable degree of care, to (i) not disclose Confidential Information to any third party other than employees, agents, contractors, or advisors who need to know it and are bound by confidentiality obligations at least as protective as those in this Section, and (ii) use Confidential Information only as necessary to exercise rights or perform obligations under these Terms. A receiving party may disclose Confidential Information to the extent required by law or a valid legal or regulatory order, provided it gives the disclosing party reasonable advance notice where legally permitted.
9. Data Protection & Security
Seawaysur will implement and maintain administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of Client Data, consistent with industry-recognized frameworks and as further described in our Privacy Policy and any Data Processing Addendum entered into by the parties. Where Seawaysur processes personal data on Customer's behalf as a processor or service provider, the terms of the applicable Data Processing Addendum govern such processing and are incorporated into these Terms by reference.
Customer is responsible for configuring account-level access controls, for the accuracy and lawfulness of Client Data submitted to the Services, and for promptly notifying Seawaysur of any required corrections or deletions.
In the event Seawaysur becomes aware of a confirmed unauthorized acquisition of Client Data that compromises its security, confidentiality, or integrity ("Security Incident"), Seawaysur will notify Customer without undue delay and provide information reasonably available to Seawaysur regarding the nature and scope of the Security Incident, to the extent permitted by law and consistent with any ongoing investigation.
10. Intellectual Property Rights
Seawaysur and its licensors retain all right, title, and interest in and to the Services, the Documentation, and any software, technology, templates, or know-how used to provide them, including all related intellectual property rights. No rights are granted to Customer other than as expressly set out in these Terms. Any feedback, suggestions, or ideas Customer provides regarding the Services may be used by Seawaysur without restriction or obligation of any kind.
"Seawaysur" and associated logos are trademarks of Seawaysur or its licensors. Nothing in these Terms grants Customer any right to use Seawaysur's trademarks without prior written consent, except as necessary to identify Customer as a user of the Services in a manner consistent with Seawaysur's trademark guidelines.
11. Third-Party Services
The Services may enable integration with third-party applications, identity providers, or services that are not owned or controlled by Seawaysur ("Third-Party Services"). Customer's use of any Third-Party Service is governed by the terms and privacy practices of that third party, and Seawaysur is not responsible for the availability, accuracy, or practices of Third-Party Services. Enabling a Third-Party Service integration may permit the exchange of data between the Services and that Third-Party Service as directed by Customer.
12. Term, Suspension & Termination
These Terms remain in effect for as long as Customer maintains an account or as specified in an applicable Order Form. Either party may terminate these Terms for the other party's material breach if such breach remains uncured 30 days after written notice describing the breach.
Seawaysur may suspend Customer's access to the Services immediately, upon notice where reasonably practicable, if: (a) Customer's use poses a security or legal risk to Seawaysur or any third party; (b) required by law or a competent authority; or (c) Customer fails to pay undisputed fees when due, subject to the cure procedures in Section 7.
Upon termination or expiration of these Terms, Customer's right to access the Services ceases. At Customer's written request made within 30 days of termination, Seawaysur will make Client Data available for export in a standard format, after which Seawaysur may delete Client Data in accordance with its data retention practices and applicable law.
Sections that by their nature should survive termination — including Sections 8 (Confidentiality), 9 (Data Protection & Security, with respect to data handling upon termination), 10 (Intellectual Property), 13 (Warranties & Disclaimers), 14 (Limitation of Liability), 15 (Indemnification), and 17 (Governing Law & Disputes) — will survive.
13. Warranties & Disclaimers
Each party represents that it has the legal power and authority to enter into these Terms. Seawaysur represents that it will perform the Services in a manner consistent with generally accepted industry standards.
EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE SERVICES AND DOCUMENTATION ARE PROVIDED "AS IS" AND Seawaysur DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. Seawaysur DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED.
14. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO Seawaysur IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. "Excluded Claims" means: (a) a party's indemnification obligations under Section 15; (b) a party's breach of Section 8 (Confidentiality); (c) Customer's payment obligations under Section 7; and (d) either party's gross negligence, willful misconduct, or fraud. Nothing in these Terms limits any liability that cannot be limited or excluded under applicable law.
15. Indemnification
Seawaysur will defend Customer against any third-party claim alleging that the Services, as provided by Seawaysur and used in accordance with these Terms, infringe that third party's intellectual property rights, and will indemnify Customer for damages finally awarded, provided Customer promptly notifies Seawaysur of the claim, gives Seawaysur sole control of the defense and settlement, and provides reasonable cooperation. This obligation does not apply to claims arising from Customer's modification of the Services, use in combination with non-Seawaysur products, or use in violation of these Terms.
Customer will defend and indemnify Seawaysur against any third-party claim arising from: (a) Client Data, including any claim that Client Data infringes, misappropriates, or violates a third party's rights; (b) Customer's use of the Services in violation of the Acceptable Use Policy or applicable law; or (c) Customer's breach of its representations and warranties under Section 5.
16. Export Control & Sanctions Compliance
The Services may be subject to export control and economic sanctions laws, including those of the United States, the European Union, and the United Kingdom. Customer represents that it is not located in, under the control of, or a national or resident of any country subject to a comprehensive embargo, and is not listed on any applicable restricted-party or denied-persons list. Customer agrees not to access or use the Services in violation of any applicable export control or sanctions law.
17. Governing Law & Dispute Resolution
These Terms are governed by the laws of [the State of Delaware, United States], without regard to conflict-of-laws principles. The parties will first attempt in good faith to resolve any dispute arising out of or relating to these Terms through direct negotiation between designated representatives.
If a dispute is not resolved within [30] days of a written request for negotiation, the dispute will be finally resolved by binding arbitration administered by [the American Arbitration Association] under its then-current commercial arbitration rules, seated in [Wilmington, Delaware], before a single arbitrator, except that either party may bring an individual action in a court of competent jurisdiction for injunctive relief to protect its intellectual property or Confidential Information. Each party expressly waives any right to a jury trial and to participate in a class, collective, or representative action, to the extent permitted by applicable law.
Where Customer is domiciled in the European Economic Area, the United Kingdom, or another jurisdiction in which mandatory local consumer or employment protections would render the foregoing arbitration agreement unenforceable for a particular claim, that claim will instead be subject to the exclusive jurisdiction of the competent courts of that jurisdiction, and nothing in this Section limits any mandatory rights Customer may have under such local law.
18. Force Majeure
Neither party will be liable for any failure or delay in performance (other than payment obligations) resulting from causes beyond its reasonable control, including natural disasters, acts of government, labor disputes, internet or utility failures, or acts of a third-party hosting or telecommunications provider, provided the affected party uses commercially reasonable efforts to mitigate the impact and resume performance.
19. General Provisions
19.1 Assignment
Neither party may assign these Terms without the other party's prior written consent, except that either party may assign these Terms without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section is void.
19.2 Relationship of the Parties
The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.
19.3 Notices
Notices under these Terms must be in writing and sent to the addresses specified in the applicable Order Form or account registration, or, for Seawaysur, to [email protected]. Notices are deemed given upon confirmed delivery.
19.4 Severability & Waiver
If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable. No waiver of any provision will be effective unless in writing, and no failure to enforce any provision constitutes a waiver of future enforcement.
19.5 Entire Agreement
These Terms, together with any applicable Order Form, Privacy Policy, and Data Processing Addendum, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements, proposals, or representations on the subject.
19.6 Amendments
Seawaysur may update these Terms from time to time. If changes are material, Seawaysur will provide reasonable advance notice, such as by email to the account administrator or an in-product notice, before the changes take effect. Continued use of the Services after the effective date of an update constitutes acceptance of the revised Terms.
20. Contact
Questions about these Terms may be directed to:
Email: [email protected]