×
Login now Questions? Give us a call: (888) 497-8773

Forgot your password?

« Back to the login form

Terms and Conditions

Effective October 20, 2012

The Terms of Use below sets forth the rights and obligations of the parties associated with the implementation of SeeVolution’s Services (defined below) on Your website. Your use of the Service, seevolution.com and each website (each a "Site") owned and operated by SeeVolution Inc. ("SEEVOLUTION.COM", "SeeVolution", "We" or "Us") is governed by these Terms of Use. The Sites contain certain SeeVolution proprietary software (the "Software") that allows You to obtain real-time statistics based on website visitors and their browsing/shopping behavior, (the Sites and Software shall be collectively known as the "Service"), subject to these Terms of Use. You must agree to these Terms of Use in order to use the Site. Before You can use any part of the Service, You must read and affirmatively indicate Your acceptance of the following Terms of Use and the Privacy Policy (individually or collectively the "Agreement"). This Agreement sets forth the rights and obligations of the parties associated with Your use of the Service. Each time You use the Site, the current version of the Agreement will apply. Accordingly, when You use the Site, You should check the date of the Agreement and review any changes since the last version. If You do not agree with the Agreement at any time, please cease use of this Site and the Service. By implementing or using the Service You agree that You are authorized to accept these terms and conditions on behalf of Yourself and/or Your company (collectively, "You"), and that You are bound by the terms of this Agreement for the Service. This Agreement is made and entered into by and between You and SeeVolution. You agree to accept notices sent electronically, including but not limited to, email messages sent to the current email address of Your account and notices posted on the Website. You can opt-out of any marketing emails from Us through your account settings.

To register for the Services and create an account, You must complete the registration process by providing SeeVolution with the information prompted by the registration form, including e-mail address (username), password, and billing information. You agree to provide Us with complete and accurate information when You register for the Services, and to keep such information up to date. SeeVolution may access Your account, or information associated with Your account, to provide support or maintenance, for security-related reasons, or any other business purpose. You acknowledge and consent to such access.

LICENSE TO SEEVOLUTION SOFTWARE

Subject to the terms and conditions of this Agreement, Seevolution grants to You (and You agree to comply with) a non-sublicensable, non-transferable, non-exclusive, revocable, limited license to use: (i) certain Seevolution proprietary software (the "Software") and (ii) certain proprietary documentation in the form generally made available by Seevolution to You on the Site for use with the Software (the "Documentation"). Your use of the Services shall be restricted pursuant to the terms and conditions of this Agreement. You agree to be responsible for the acts and/or omissions of any third party using the Service through Your account. Other than as expressly granted above, no other rights are granted, including without limitation any and all Seevolution patents, copyrights, moral rights, trade secrets, trademarks, service marks, publicity rights, and other proprietary rights (whether or not perfected or perfectable) ("Intellectual Property Rights"). Nothing in this Agreement grants to You any rights whatsoever in or relating to the source code of the Software. All ownership rights, title, and Intellectual Property Rights in and to the Services shall remain in Seevolution and/or its licensors. You agree that Seevolution has the right to change, modify, add to or discontinue or retire any aspect or feature of the Service at any time. Seevolution has no obligation to give You notice of any changes. From time to time, Seevolution may, but is under no obligation to, release upgrades, fixes or new versions of the Service, although these upgrades may not be consistent across all platforms and devices.

RESTRICTIONS

You agree not to, or to allow others to: (i) adapt, alter, modify, decompile, translate, make derivative works, disassemble, or reverse engineer the Service, including without limitation, the source code and any other underlying ideas or algorithms of the Software (except to the extent applicable laws specifically prohibit such restriction or where in accordance with the API terms of service); (ii) copy the Software; (iii) transfer, sublicense, loan, sell, lease, use for timesharing or service bureau purposes, or otherwise commercially use or exploit the Service; or (iv) use the Service in violation of any applicable regulation or law; or (v) ship, divert, trans-ship, transfer, export or re- export the Service or any component thereof into any country or use it in any manner prohibited by any export control laws, restrictions, or regulations administered by the U.S. Commerce Department's Bureau of Export Administration, the U.S. Department of Treasury's Office of Foreign Assets Control or any other applicable government agency.

You agree to:

  • Use the Service for lawful purposes only and in compliance with any policies posted to the Site or conveyed by electronic notice;
  • Not use the Service in a way that prevents or inhibits another user from enjoying the Service;
  • Not obtain the communications protocol for accessing the Service;
  • Not remove, obscure or alter any notices or indications of any Intellectual Property Rights, any trade names, trademarks, service marks, logos, trade dress, and any other distinctive or proprietary symbols, labels, designs or designations ("Branding"), or any electronic notices;
  • Not interfere with, or attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the Service servers;
  • Not to take any action that imposes an unreasonable or disproportionately large load on our infrastructure;
  • Not to challenge or assist others to challenge Branding, Intellectual Property Rights or registration or applications thereof;
  • Allow the content posted using the Service by all users, including by You, will be collected, aggregated and anonymously integrated into the Service, and that We will use aggregated data collected from You and other users for statistical and analytical reporting purposes;
  • Allow the Service to be placed on Your website(s) and You hereby grant Us a nonexclusive, irrevocable during the term of this Agreement, royalty-free license to perform, or have performed, these activities.

FEES

Subscription Terms

SeeVolution offers a range of subscription plans to its Services, including, without limitation, a "Free Plan," a "Light Plan," a "Premium Plan," a "Professional Plan," and "Custom Plans." As an express condition of Your use of and access to the Services, You agree to pay all fees applicable to Your subscription plan (Your "Plan"), any other fees for additional services You may purchase, and any applicable taxes in connection with Your use of the Services. To view the specific details of Your Plan, including pricing information and the commencement date of Your next renewal period, visit your dashboard on the SeeVolution Website.

The Service is priced based on usage, determined by the number of daily visitors (each, a "Visit") of a registered web page for a specified usage period (each, a "Session"). With respect to each such web page, SeeVolution will not, and will have no obligation to, collect, maintain, provide or analyze any further information relating to Your web page, analyze such information in reports or provide information or reports once You (i) reach the maximum number of Visits for Your Session, as specified in Your Plan; or (ii) reach the maximum amount of usage time for Your Session, as specified in Your Plan, whichever occurs first.

Changes in Fees

We may, upon any notice required by applicable law, change the fees for the Services at any time or require new fees or charges. Such changes will be effective immediately upon posting on our Website; provided, however, that such fee changes will be effective only as to prospective Services orders (including renewals) accepted by SeeVolution after the effective date of such change. Please be aware that any discounts applicable to previous subscriptions may not apply to renewed subscriptions.

Payment of Fees

Your Plan, which may start with a Free Trial Period (described below), will renew automatically and continue month-to-month or year-to-year (depending on Your Plan) unless and until You cancel Your Plan or We terminate it, in each case pursuant to the terms of this Agreement. You must cancel Your Plan before it renews in order to avoid fees due under the next billing cycle. We will bill the fees due under Your Plan to the credit card You provide to Us during registration (or to a different credit card if You change Your payment information). You acknowledge that the amount billed for each renewal period may vary due to promotional offers, changes in Your Plan, and changes in applicable taxes, and You authorize Us to bill You the corresponding amounts. We reserve the right to deactivate Your access to the Services for failure to pay applicable fees as described in this Agreement. Unless otherwise stated, all fees are stated in U.S. Dollars.

Credit card payments

All fees for Your Plan will be billed to Your credit card. You authorize the card issuer to pay any amounts described herein and in Your Plan and authorize Us (or a billing agent acting on our behalf) to continue charging all such amounts to Your credit card account until You or We cancel or terminate Your Plan as provided herein or these amounts are paid in full, whichever is later. You must provide current, complete and accurate billing and credit card information. You must promptly update all billing information (such as billing address, card number and expiration date) to keep Your account current, complete and accurate, and You must promptly notify SeeVolution if Your credit card is lost or stolen, or if You become aware of a potential breach of security (such as an unauthorized disclosure or use of Your username or password). You authorize Us to obtain updated or replacement expiration dates for Your credit card in the event that the credit card You provided Us expires. We reserve the right to charge any renewal card issued to You as a replacement. If payment is not received from Your credit card issuer, You agree to pay all amounts due upon demand. You agree to pay all costs of collection, including attorney's fees and costs, on any outstanding balance. In certain instances, the issuer of Your credit card may charge You a foreign transaction fee or related charges, which You will be responsible to pay. Please check with Your bank and credit card issuer for details.

Payment Terms, Refunds, and Upgrade and Downgrade Terms

The fees for Your Plan are billed in advance, are non-refundable, and automatically renew on a monthly or annual basis, as specified in Your Plan. No refunds or credits will be provided for partial months of the Services, upgrades/downgrades, or for months unused with an open account. If You downgrade Your Plan level, Your credit card will automatically be charged the new rate beginning with Your next billing cycle. Downgrading Your Plan may cause the loss of account content, features, or capacity. SeeVolution does not accept any liability for such loss. If You upgrade Your Plan level, Your credit card will immediately be charged a pro-rated amount reflecting the increased rate, and You will be charged the full amount of the new rate beginning with Your next billing cycle. Any discounts applied to a previous subscription may not apply to a renewed subscription, including to any automatic renewals.

Account Cancellation

The only valid method for canceling Your Plan is via the cancellation link provided on the "Your Dashboard" page, accessible after logging in to the SeeVolution Website. Requests to cancel by e-mail or phone may not be considered, and may not accomplish, cancellation. If You cancel Your Plan before the end of Your current pre-paid period, You will not be charged again for Your Plan beginning with the next billing cycle. If You cancel Your Plan, You will lose all access, upon the expiration of Your current pre-paid period, to the Services and any data or information stored in Your account. If You cancel Your Plan during a Free Trial Period, effective upon such cancellation, You will immediately lose all access to the Services and any data or information stored in Your account.

Free Trial Period

SeeVolution may offer, during the registration process, a one-time free trial period during which You can try out the Services for 14 days from the date You register to use the Services without pre-paying in advance ("Free Trial Period"). If You participate in a Free Trial Period, You must cancel the Services by the end of the Free Trial Period to avoid incurring any charges. If You do not cancel the Services before the Free Trial Period expires, You authorize Us to charge Your credit card the full cost of Your Plan, as described to You during the registration process. Your Plan will then automatically renew and continue month-to-month or year-to-year (depending on Your Plan), unless and until You cancel Your Plan or We terminate it. You will not receive a notice from SeeVolution that Your Free Trial Period is about to end or has ended. No charges will be made against Your credit card unless You do not cancel prior to the end of Your Free Trial Period. You may cancel Your Plan at any time during the Free Trial Period. Upon cancelling Your Plan, You will immediately lose all access to the Services and any data or information stored within Your account. SeeVolution reserves the right to modify, cancel and/or limit the Free Trial Period offer at any time.

LICENSE TO CLIENT DATA

As between the parties, You shall retain ownership of any information, data and statistics that SeeVolution obtains from Your website, such as raw data and log files generated by the Services.

You hereby grant to SeeVolution, and You agree to grant to SeeVolution, a royalty-free, non-exclusive, irrevocable, limited right and license to access Your registered web page(s) and to collect any information concerning users' actions or activities on Your web page(s), any information sent to You by users' web browsers concerning users' activities immediately prior to visiting Your web page(s) (e.g., URL information and HTTP header information), and/or any data or other information You provide to SeeVolution (collectively "Client Data") for (i) providing You with reports and other functions related to the Services; (ii) analyzing and improving the Services; and/or (iii) compiling aggregate data derived from Your use of the Services to compile statistics, metrics, insights and general trend data about the Services for, among other things, marketing and promotional purposes.

You represent and warrant that You have all rights, licenses, and consents required to license Client Data to SeeVolution on these terms, and further represent and warrant that this license does not infringe the rights of any third party or violate any applicable law or regulation.

LICENSE TO MATERIALS YOU POST

By posting any software, information, data, databases, music, audio, video or audiovisual files, photographs, images, documents, text, digital files, forum messages, reviews, comments or other material ("Material") to the Website, You hereby grant SeeVolution an irrevocable, perpetual, non-exclusive, royalty-free worldwide license to reproduce, adapt, distribute, perform or publicly display all or any portion of the Material on our Services. You further represent and warrant that You own all rights to such Material and that this license does not infringe the rights of any third party or violate any applicable law or regulation.

PRIVACY

SeeVolution's Privacy Policy is incorporated into this Agreement and is available at http://www.seevolution.com/privacy. As used in this Section 6, "Personally Identifiable Information" refers to information that can be used to personally identify an individual, such as name, address and phone number.

Cookies Used by the SeeVolution Script on Visitors To Your Website

The SeeVolution Script may store a cookie on computers used by those who visit Your website ("Visitors"). This cookie contains a cookie value that allows SeeVolution to detect if the Visitor is a returning Visitor or a first-time Visitor. No Personally Identifiable Information relating to the Visitor or details about Your website's content or statistics are stored within the cookie.

Your Obligations With Respect to Personally Identifiable Information

With respect to Visitors, You will not (i) use the Services to collect Personally Identifiable Information; (ii) use the Services to associate any data gathered from Your website with any Personally Identifiable Information from any source; or (iii) pass on or transmit any Personally Identifiable Information to SeeVolution and/or the Services for any purpose. You will implement, make accessible via a clear and prominent link on each web page that uses the Services, and abide by an appropriate privacy policy and comply with all applicable laws relating to the collection and disclosure of information from Visitors. Such policy must provide notice to Visitors of (A) Your use of any cookie that collects anonymous data about Visitors; (B) Your use of the Services; (C) a link to the SeeVolution Privacy Policy (http://www.seevolution.com/privacy) ; and (D) a link to SeeVolution's opt-out feature (http://www.seevolution.com/opt-out).

SeeVolution Limits Access to Your Information

SeeVolution will not knowingly permit access to, or otherwise divulge to a third party, the statistical information We compile for You except for the express purpose of generating reports which have been authorized by or approved by You, or unless acting under a good faith belief that such action is necessary to (i) conform to legal requirements or comply with legal process; (ii) protect and defend the rights or property of SeeVolution; (iii) enforce our agreements with clients and/or Visitors; (iv) troubleshoot problems with the Services; or (v) generate aggregate reports as set forth below.

Aggregate Reports

SeeVolution reserves the right to aggregate certain broad categories of data (such as internet browser usage and screen resolution) across some or all of the websites using SeeVolution for the purposes set forth in Section 4 ("License to Client Data") and/or to compile reports regarding general web usage or trends, which may be provided to third parties. This information will be presented only in aggregate form, and in no event will We compile specific site data that identifies clients or clients' Visitors without client permission.

Services Not Available for Websites Directed To Children

You may not use the Services in connection with any website labeled or described as a "Kid's" or "Children's" website or any website directed at individuals under the age of 13.

PROPRIETARY RIGHTS; RESTRICTIONS ON USE

Content on the Website

Any opinions expressed by the contributors, authors and moderators who post content to the Website are the personal opinions of the authors, not of SeeVolution, whether or not the authors are employees or contractors of SeeVolution. The Website and all materials published and/or distributed on or through the Website (including, but not limited to news articles, photographs, images, illustrations, audio clips and video clips) are provided for informational and entertainment purposes only and are not meant to be an endorsement or representation by SeeVolution or any other party.

Reservations

Except for the limited licenses expressly granted herein, SeeVolution expressly reserves all right, title and interest in and to the SeeVolution Script, content on the SeeVolution Website, and all processing, analytics, and other software and technology used by SeeVolution in the analysis of Your website and/or the provision of the Services ("SeeVolution Technology"), including, without limitation, any derivatives, improvements, enhancements or extensions of the SeeVolution Technology conceived, reduced to practice or otherwise developed on or on behalf of SeeVolution, all of which are valuable assets of SeeVolution, and any copyright, patent or trademark or other intellectual property right, or federal or state right, pertaining thereto.

INDEMNIFICATION

You agree to indemnify, hold harmless and (if requested by SeeVolution) defend SeeVolution, at Your expense, against any and all third-party claims, actions, proceedings, and suits asserted against SeeVolution or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees) incurred by SeeVolution or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (i) Your breach of any term or condition of this Agreement, (ii) Your use of the Services, or (iii) Your unauthorized use of the SeeVolution Script. In such instances, SeeVolution will provide You with electronic and written notice of such third-party claim, action, proceeding, or suit to the last e-mail address and mailing address furnished to SeeVolution within 30 days of learning of such claim. You shall cooperate as fully as reasonably required in the defense of any claim. SeeVolution reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by You.

REPRESENTATIONS AND WARRANTIES; DISCLAIMERS

You represent and warrant to SeeVolution that You (i) own all right, title and interest in and to the URLs of Your website; (ii) own or have obtained all rights necessary to publish all of the content published on or through Your website and the user interface of Your website; and (iii) have obtained all necessary consent(s) from Visitors required to enable the Services.

In addition, You grant SeeVolution the right to access Client Data for the purposes of (A) providing You with reports and other functions related to the Services; (B) analyzing and improving the Services; and/or (C) compiling aggregate data derived from Your use of the Services to compile statistics, metrics, insights and general trend data about the Services for, among other things, marketing and promotional purposes.

The information, reports and services included in or available through the Services may include inaccuracies or typographical errors. Changes are periodically added to the information herein. SeeVolution and/or its respective vendors may make improvements and/or changes in the Services at any time, without obligation to notify any person or entity of such changes.

The Services may contain links to third party websites ("Third Party Websites"). Access to Third Party Websites is at Your own risk and SeeVolution is not responsible for the accuracy, availability or reliability of any information, goods, data, opinions, advice or statements made available on Third Party Websites. The Third Party Websites are not under the control of SeeVolution and as such, SeeVolution is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third Party Website. SeeVolution provides these links merely as a convenience and the inclusion of such links does not imply an endorsement or recommendation.

SeeVolution does not represent or warrant that (1) the Services will be error-free or accessible at particular times, (2) defects will be corrected, (3) the Services, or the server(s) that makes it available, are free of viruses or other harmful components, or (4) the use or the results of the use of the Services or the materials made available as part of the Services will be correct, accurate, timely, or otherwise reliable. You specifically agree that SeeVolution shall not be responsible for unauthorized access to or alteration of Your data.

THE SERVICES, THE SEEVOLUTION SCRIPT AND ANY REPORTS DERIVED THEREFROM ARE PROVIDED "AS IS" AND THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY SEEVOLUTION EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICES, THE SEEVOLUTION SCRIPT, THE REPORTS, OR ANY DOCUMENTATION, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. SEEVOLUTION DOES NOT WARRANT THAT THE SERVICES, THE SEEVOLUTION SCRIPT OR ANY REPORTS DERIVED THEREFROM WILL MEET YOUR NEEDS OR BE FREE FROM ERRORS, OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SERVICESS. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU IN FULL.

SERVICES FAILURES

SeeVolution does not guarantee, and shall have no liability for, any Services downtime, including, without limitation, any downtime (i) caused by outages to any public Internet backbones, networks or servers; (ii) caused by any failures of Your equipment, systems or local access services; (iii) for previously scheduled maintenance; or (iv) relating to events beyond SeeVolution's control, such as strikes, riots, insurrections, fires, floods, explosions, war, governmental actions, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where SeeVolution or Your servers are located or co-located.

LIMITATIONS OF LIABILITY

SEEVOLUTION WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA COLLECTED THROUGH THE SERVICES), OR INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF SEEVOLUTION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION CONTAINED IN THIS PARAGRAPH SHALL APPLY REGARDLESS OF THE FAILURE OF THE EXCLUSIVE REMEDY PROVIDED IN THE FOLLOWING PARAGRAPH. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU IN FULL.

SEEVOLUTION'S CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE FEES PAID TO SEEVOLUTION FOR USE OF THE SERVICES.

US GOVERNMENT RIGHTS

If the use of the Services is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), in accordance with 48 C.F.R. § 227.7202-4 (for Department of Defense ("DOD") acquisitions) and 48 C.F.R. §§ 2.101 and 12.212 (for non-DOD acquisitions), the Government's rights in SeeVolution Technology, including its rights to use, modify, reproduce, release, perform, display or disclose SeeVolution Technology, will be subject in all respects to the commercial license rights and restrictions provided in this Agreement.

TERM AND TERMINATION

General

SeeVolution may terminate or suspend access to the Services immediately, without prior notice or liability, if You breach this Agreement or for any other reason.

Termination of Services

Either party may terminate the Services at any time and for any reason. To terminate Your use of the Services, please follow the steps described in Section 3.6 ("Account Cancellation"). Requests to cancel by e-mail or phone are not considered, and do not accomplish, cancellation.

Upon any termination of the Servicess (i) SeeVolution will cease providing the Services; (ii) You will delete all copies of the SeeVolution Script from Your web page(s); (iii) any outstanding balance payable by You to SeeVolution will become immediately due and payable and any collection expenses incurred will be included in the amount owed; (iv) You will not be entitled to any refunds of any usage fees or any other fees; and (v) all of Your historical report data will no longer be available to You through SeeVolution.

In addition, upon expiration of any Session with respect to a web page, You shall delete all copies of the SeeVolution Script from such web page. You understand and acknowledge that, unless and until the SeeVolution Script is deleted from a web page, the SeeVolution Script may continue to track information on such web page on an automated basis.

MODIFICATIONS TO THIS AGREEMENT AND OTHER POLICIES

Our employees are not authorized to vary the terms of this Agreement. This Agreement may be modified only (i) by obtaining our written consent in a notarized agreement signed by an officer of SeeVolution; or (ii) as set forth below in the immediately following paragraph.

You agree that SeeVolution may modify the terms of this Agreement or any policy governing the Services from time to time, and that Your right to access the Services is conditioned on an ongoing basis with Your compliance with the then-current version of this Agreement. We will notify You of any material revisions or modifications to the Agreement by posting a notice on the SeeVolution Website for 30 days following any revisions or modifications to this Agreement and/or by posting a notice on the SeeVolution Website the first time that You visit the Website following such revisions or modifications. You will be deemed to have agreed to the new terms and conditions if You continue to access the Services after the passage of 30 days from the time the revised terms and conditions are first posted on the Website. We assume no responsibility for Your failure to actually receive notice. You are responsible for regularly reviewing the Website for revisions to this Agreement.

COMPLIANCE

You will not use the Services in any way or for any purpose that would violate, or would have the effect of violating, any applicable laws, rules or regulations or any rights of any third parties, including without limitation, any law or right regarding any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity.

MISCELLANEOUS; APPLICABLE LAW AND VENUE

Excuse

SeeVolution shall be excused from performance hereunder to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control.

Survival

This Agreement (including any amendment thereto) represents the complete agreement between Us concerning its subject matter, and supersedes all prior agreements and representations between the parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to reflect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.

Agreement to Arbitrate

Certain portions of this Section 15.3 are deemed to be a "written agreement to arbitrate" pursuant to the Federal Arbitration Act. You and SeeVolution agree that We intend that this Section 15.3 satisfies the "writing" requirement of the Federal Arbitration Act.

If any controversy, allegation, or claim arises out of or relates to the Services, the Website, Your Plan, or this Agreement, including but not limited to claims for indemnification, contribution, or cross-claims in a pending action involving one or more third parties (collectively, a "Dispute"), then either You or SeeVolution may elect to submit the Dispute to be finally and exclusively resolved by binding arbitration before a sole arbitrator in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association. If an in-person arbitration hearing is required, then it will be conducted in Los Angeles County, California; but if the applicable arbitration rules or laws require the arbitration to be conducted in the "metropolitan statistical area" (as defined by the U.S. Census Bureau) where You are a resident at the time the Dispute is submitted to arbitration, SeeVolution shall have the right to elect to proceed to arbitration in such location. All parties to the arbitration will have the right, at their own expense, to be represented by an attorney or other advocate of their choosing. You and SeeVolution will pay the administrative and arbitrator's fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require SeeVolution to pay a greater portion or all of such fees and costs in order for this Section 15.3 to be enforceable, then SeeVolution will have the right to elect to pay the fees and costs and proceed to arbitration.

In arbitration, as with a court, the arbitrator must honor the terms of this Agreement and can award the prevailing party damages and other relief (including attorneys' fees). However, WITH ARBITRATION (i) THERE IS NO JUDGE OR JURY, (ii) THE ARBITRATION PROCEEDINGS AND ARBITRATION OUTCOME ARE SUBJECT TO CERTAIN CONFIDENTIALITY RULES, AND (iii) JUDICIAL REVIEW OF THE ARBITRATION OUTCOME IS LIMITED.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT WITHIN 1 YEAR AFTER THE DISPUTE ARISES — OR IT WILL BE FOREVER BARRED.

The foregoing provisions of this Section 16.3 will not apply to any (A) legal action taken by SeeVolution to seek an injunction or other equitable relief in connection with any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Services, the Website, Your Plan, this Agreement and/or SeeVolution's intellectual property rights (including such SeeVolution may claim that may be in dispute), SeeVolution's operations, and/or SeeVolution's products or services or (B) controversy, allegation or claim that arises out of relates to SeeVolution's actual or alleged intellectual property rights.

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT NO ARBITRATION SHALL BE JOINED WITH ANY OTHER; THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; AND THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR ANY OTHER PERSONS.

Choice of Law and Forum

This Agreement shall be governed by and construed under the laws of the state of California without reference to its conflict of law principles. In the event of any conflicts between foreign law, rules, and regulations, and California law, rules, and regulations, California law, rules and regulations shall prevail and govern. Except to the extent that arbitration is required in accordance with Section 15.3 above, any action or proceeding relating to a Dispute may only be instituted in state or federal court in Los Angeles County, California. Accordingly, each party agrees to submit to the exclusive and personal jurisdiction of the courts located in Los Angeles County, California. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to this Agreement. The SeeVolution Script and SeeVolution Technology are controlled by U.S. Export Regulations, and may not be exported to or used by embargoed countries or individuals.

Notices

SeeVolution may deliver notice to You under this Agreement by means of electronic mail, a general or specific notice on the Services, a communication to Your SeeVolution account or by written communication delivered by first class U.S. mail to Your address on record.

Any notices to SeeVolution must be sent to:

SeeVolution, Inc.
3800 Highland Ave
Suite 100
Manhattan Beach, CA 90266

via first class or air mail or overnight courier, and are deemed given upon receipt. A waiver of any default is not a waiver of any subsequent default.

Transfer of Rights

You may not assign or otherwise transfer any of Your rights hereunder without SeeVolution's prior written consent, and any such attempt is void. The relationship between SeeVolution and You is not one of a legal partnership relationship, but is one of independent contractors. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto.

Headings

The headings of the sections contained in this Agreement are for convenience only and shall not be deemed to control of affect the meaning or construction of any provision of this Agreement.

SPECIAL ADMONITIONS FOR INTERNATIONAL USE

Recognizing the global nature of the Internet and the rapid changes around online privacy, You agree to comply with all local rules regarding online conduct and acceptable content. Without limiting the foregoing, You agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which You reside and to comply with any other local laws affecting the Services.

×