TERMS & CONDITIONS (the “Terms and Conditions”)

1.     AGREEMENT TO OUR TERMS AND CONDITIONS

These Terms and Conditions, together with the applicable activation agreement entered between you (the “Customer”, “you”, “your”) and the contracting entity identified therein (the “Activation Agreement”), constitute the entire agreement between you and such contracting entity (“we”, “us”, “our”) (the “Agreement”).

These Terms and Conditions shall govern your subscription to and use of the Products (as defined in the Activation Agreement).

To the extent any terms of these Terms and Conditions conflict with the terms of your Activation Agreement, the terms of your Activation Agreement shall control.

The Products are offered, operated, and supported by Seez-App Technology Ltd (“Seez”) and/or other members of the Pinewood group of companies (the “Pinewood Group”). Depending on the Customer’s location and the applicable Activation Agreement, the legal entity contracting with you (the “Contracting Entity”) may be Seez or another Pinewood Group entity, including a Pinewood Group entity incorporated in the United States.

The Contracting Entity shall be identified in the Activation Agreement.

Only the identified Contracting Entity shall have obligations and liabilities to you under the Agreement. No other member of the Pinewood Group, including Pinewood Technologies Group plc, shall be deemed a party to this Agreement, nor shall any such entity have any liability, joint or several, arising out of or in connection with the Agreement, except to the extent expressly agreed in writing.

The Contracting Entity may perform its obligations under this Agreement directly or through one or more affiliates within the Pinewood Group, including Seez, provided that the Contracting Entity remains solely responsible vis-à-vis the Customer for the performance of the terms of this Agreement.

You agree that by subscribing to and using the Products, you have read, understood, and agreed to be bound by all of these Terms and Conditions.

We reserve the right, in our sole discretion, to make changes or modifications to these Terms and Conditions from time to time. We will alert you about any changes by updating the ‘Last updated’ date of these Terms and Conditions, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms and Conditions to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms and Conditions by your continued use of the Products after the date such revised Terms and Conditions are posted.

2.     OUR PRODUCTS

By subscribing to the Products, you confirm that you are responsible for anyone that uses the Products through your account, which may include your affiliates and your respective employees, consultants or contractors.

The information provided when using the Products is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Products from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

A detailed breakdown of the applicable product specifications, included features, service entitlements, fair usage limits, and technical requirements is set out in General T&C - Products specification, which forms part of the Agreement.

You acknowledge that timely provision of information, access, approvals, and cooperation is required for us to deliver the Products. We shall not be responsible for delays, service issues, or failures caused by the your failure to provide such cooperation or by inaccurate or incomplete information supplied by you.

3.     AI-GENERATED OUTPUTS

You acknowledge that the Products incorporate artificial intelligence and machine-learning technologies that generate automated responses, insights, or outputs (“AI Outputs”).

AI Outputs are generated probabilistically based on available data and models and may be inaccurate, incomplete, outdated, or otherwise unreliable. The Products and AI Outputs are provided for informational and assistive purposes only and do not constitute professional, legal, financial, regulatory, or commercial advice.

We do not guarantee the accuracy, completeness, or suitability of any AI Output and expressly disclaim any liability arising from reliance on AI Outputs by you, our customers, or any third party.

You shall not represent AI Outputs as being verified, endorsed, or guaranteed by us and shall ensure that appropriate human oversight is maintained in accordance with applicable law.

4.     FAIR USAGE POLICY

The Products are provided subject to reasonable and fair usage limits as determined by us from time to time (the “Fair Usage Policy”). The Fair Usage Policy is designed to ensure the stability, performance, and availability of the Products for all customers.

Where you exceed, or are reasonably likely to exceed, the applicable usage limits, we may, acting reasonably and proportionately:

-        notify you of the excess usage;

-        temporarily limit access to the Products;

-        suspend access to the Products until the start of the next billing cycle; and/or

-        offer you the option to upgrade to a higher subscription tier or purchase additional usage capacity.

We shall have no obligation to continue providing the Products at levels exceeding the applicable usage limits without an agreed upgrade or additional fees. Any suspension or limiting pursuant to this clause shall not constitute a breach of the Agreement.

5.     PAYMENT FOR PRODUCTS

The applicable monthly subscription fee for the use of the Products (the “Monthly Subscription Fee”) shall be as set out in the Activation Agreement, as may be adjusted from time to time in accordance with the Fair Usage Policy or pursuant to an agreed upgrade or additional usage purchase set out in an updated Activation Agreement or invoice.

The Monthly Subscription Fee shall be invoiced monthly in advance, with invoicing commencing on the Go-Live Date.

All payments shall be made by you in accordance with the payment terms specified in the relevant invoice, and within fourteen (14) days from the date of the invoice.

The Monthly Subscription Fee is exclusive of VAT or any similar sales, use, or value-added taxes. You shall be responsible for all applicable taxes, duties, and any bank charges or transfer fees incurred in connection with payments under the Agreement.

If you fail to pay an invoice in accordance with the applicable payment terms, we may suspend the access to the Products or terminate this Agreement.

6.     INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights in and to the Products, including all software (including the Seezar software), source code and object code, databases, functionality, algorithms, AI models, system prompts, architecture, website designs, audiovisual content, text, photographs, graphics, documentation, trademarks, service marks, logos, brand names, domain names, know-how, confidential information, goodwill, and all other materials or rights of a similar nature (whether registered or unregistered, and including all applications, renewals, extensions, and reversions thereof) (collectively, the “IP”), are and shall remain the IP owner exclusive property and/or the exclusive property of its licensors.

We either (i) own the IP in the Products, or (ii) are duly authorized by the relevant IP owner and/or its licensors to license, make available, operate, and support the Products under this Agreement.

The IP is protected by applicable intellectual property, unfair competition, and proprietary rights laws and treaties in the United States and internationally. Except as expressly stated in this Agreement, no rights or licences in or to the IP are granted, whether by implication, estoppel, or otherwise.

Subject to your ongoing compliance with this Agreement (including Section 7 “Prohibited Activities”), we grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable licence during the term of this Agreement to access and use the Products solely for your internal business purposes and to display the “Seez brand” names solely to the extent necessary to integrate, operate, and display the Products on the your website.

You shall not, and shall not permit any third party to:

(i) copy, modify, adapt, translate, reverse engineer, decompile, disassemble,or create derivative works of the Products or software, except to the extent expressly permitted by applicable law;

(ii) remove, obscure, or alter any proprietary notices, trademarks, or branding;

(iii) use the Products, software, content, or marks to develop or support a competing product or service; or

(iv) reproduce, distribute, publicly display, sublicense, sell, or otherwise exploit any part of the Products, content, or marks except as expressly authorised under this Agreement.

Any unauthorized use of the Products, content, or marks, constitutes a material breach of this Agreement and shall result in the immediate termination of your license and right to use the Products.

If you wish to make any use of the Products, content, or marks beyond the scope expressly permitted under this Agreement, you must obtain our prior written consent. Where such consent is granted, you must clearly acknowledge us and/or our licensors as the owner of the relevant IP and ensure that all proprietary notices are preserved and displayed.

By submitting or transmitting to us any questions, comments, suggestions, ideas, feedback, or other information relating to the Products (“Submissions”), you irrevocably assign to us all right, title, and interest in and to such Submissions, including all associated intellectual property rights. We and our Affiliates may use, reproduce, modify, disclose, and exploit Submissions for any lawful purpose, commercial or otherwise, without restriction, attribution, or compensation.

For the purposes of this Agreement “Affiliates” shall mean any entity that directly or indirectly controls, is controlled by, or is under common control with that party.

7.     PROHIBITED ACTIVITIES

As a user of the Products, you agree not to:

·       Use the Products in any manner that violates applicable laws, regulations, sanctions, export controls, or third-party rights, including data protection, privacy, intellectual property, and AI-specific regulatory obligations.

·       Circumvent, disable, interfere with, or attempt to bypass any security, access controls, authentication mechanisms, usage limits, rate-limiting, or other technical safeguards of the Products.

·       Interfere with, disrupt, degrade, overload, or impose an unreasonable burden on the Products, infrastructure, APIs, models, networks, or systems connected to the Products.

·       Harass, abuse, threaten, intimidate, annoy, or otherwise interfere with any employees, contractors, agents, or other users involved in providing or using the Products.

·       Attempt to gain unauthorized access to the Products, user accounts, datasets, models, source code, training pipelines, system prompts, or any related systems or networks.

·       Except to the extent expressly permitted by applicable law, reverse engineer, decompile, disassemble, decipher, derive source code from, probe, extract, replicate, or attempt to infer the architecture, parameters, weights, training data, system prompts, or underlying logic of any software or AI model comprising the Products.

·       Systematically retrieve, scrape, harvest, mine, or extract data, outputs, content, or metadata from the Products (including via automation) to create or compile collections, databases, directories, datasets, or derivative works without our prior written consent.

·       Use bots, scripts, crawlers, spiders, agents, scrapers, automation tools, or similar technologies to access or interact with the Products except where expressly permitted via an authorized API and subject to applicable usage limits.

·       Without limitation, you shall not share access credentials, allow concurrent access beyond licensed limits, impersonate us or the Products, or access the Products for the purpose of monitoring availability, performance, or functionality for competitive purposes.

·       Upload, transmit, introduce, or attempt to introduce viruses, malware, Trojan horses, exploits, spyware, web bugs, tracking pixels, passive collection mechanisms, or any other malicious or unauthorized monitoring or data-collection code.

·       Use any information or outputs obtained from the Products to harass, abuse, deceive, defraud, exploit, or otherwise harm any individual or entity, or to generate, promote, or disseminate unlawful, harmful, or misleading content.

·       Make improper use of support services, submit false, misleading, or bad-faith reports, or attempt to manipulate operational, compliance, moderation, or enforcement processes.

·       Copy, modify, adapt, sublicense, sell, resell, lease, distribute, white-label, frame, link to, or otherwise commercialize the Products, software, models, content, or outputs except as expressly authorized in writing.

·       Remove, obscure, or alter any copyright, trademark, or other proprietary rights notices included in or associated with the Products or content.

·       Collect usernames, email addresses, or other user information by electronic or other means for the purpose of sending unsolicited communications or creating accounts by automated means or under false pretenses.

·       Use the Products, content, or outputs to develop, train, fine-tune, benchmark, or improve competing products or services, perform competitive analysis or model comparisons for commercial advantage or public disclosure, or otherwise compete with the Products.

·       Misrepresent, disparage, tarnish, or otherwise harm the reputation, goodwill, or brand of us or any of our Affiliates, or the Products.

8.     CONFIDENTIALITY

Each party shall receive in confidence (the “Receiving Party”) from the other party (the “Disclosing Party”) and treat as confidential all technical information, business/financial information, management information, and documentation which (i) is stamped or otherwise marked as being confidential or proprietary, whether in written or electronic form, (ii) pertains in any way to such party’s (or its affiliates’) business plans or methods, or (iii) otherwise is not generally known by others, and under the circumstances of the disclosure, the Disclosing Party had a reasonable expectation that the Receiving Party would know that the information is confidential or proprietary (collectively the “Proprietary Information”).

The Receiving Party shall hold the Proprietary Information received from the Disclosing Party in confidence, shall use such information only for the purpose of and in accordance with this Agreement and shall not further disclose such information to any third party without the prior written approval of the Disclosing Party. The obligation to protect the confidentiality of Proprietary Information shall apply during the term of the Agreement and extend for a period of five (5) years following its termination.

The restrictions of this section shall not apply to any information: (i) lawfully received from another source free of restriction and without breach of this Agreement, (ii) that is published or becomes generally available to the public without breach of this Agreement, (iii) known by the Receiving Party prior to the time of disclosure, (iv) independently developed by the Receiving Party without resort or access to the Proprietary Information; or (v) that the Disclosing Party has approved for further release by the Receiving Party.

Proprietary Information shall remain the property of the Disclosing Party and shall be returned or destroyed upon written request of Disclosing Party or upon termination of this Agreement. The Receiving Party may retain in its files for archival purposes only, one copy of all written materials returned.

9.     MARKETING AND COMMUNICATION

Subject to applicable law, you consent to receive service-related communications and, where permitted marketing communications from us by email, on the email address provided by you in connection with Products’ information and updates, and newsletters. You shall, however, have the right to opt out from such news and marketing material.

You consent to being featured in the promotional and marketing materials of us and our Affiliates, provided that the content of such materials is first reviewed and approved by you, and consent is not unreasonably withheld.

10.  PRIVACY POLICY

We care about data privacy and security. Please review the Privacy Policy: https://seezar.ai/privacy-policy/. By using the Products, you agree to be bound by our Privacy Policy, which is incorporated into these Terms and Conditions.

11.  TERM AND TERMINATION

The Term shall enter into force on the Go-Live Date (as defined in your Activation Agreement), or other mutually agreed date (the “Effective Date”) and shall continue for the initial term (the “Initial Term”) specified in your Activation Agreement.

Upon expiry of the Initial Term, this Agreement shall automatically renew for successive periods of twelve (12) months (each a “Renewal Term”), unless either party gives the other party not less than three (3) months’ prior written notice of non-renewal before the end of the then-current term.

Except as expressly set out below, you may terminate this Agreement for convenience only by providing at least three (3) months’ prior written notice, such termination to take effect at the end of the then-current Initial Term or Renewal Term. All fees due and payable up to the effective termination date shall remain payable and non-refundable.

We may suspend or terminate your use of the Products at our discretion in accordance with this Agreement, including for reasons of compliance, security, operational necessity, or breach.

If you breach any provision of this Agreement (including failure to pay any amounts when due) and such breach is not remedied within fourteen (14) days after receipt of written notice from us specifying the breach and requiring its remedy, we may terminate this Agreement immediately by written notice, without the need for any further notice or judicial or non-judicial proceedings.

We may terminate this Agreement with immediate effect, without notice or liability, if you:

a. become insolvent, are unable to pay your debts as they fall due, or admit in writing your inability to do so;

b. enter into liquidation (voluntary or compulsory), receivership, administration, or any arrangement with your creditors (other than a solvent restructuring approved in writing by us);

c. have a receiver, trustee, administrator, or similar officer appointed over any of your assets;

d. are subject to bankruptcy, insolvency, or similar proceedings in any jurisdiction which are not dismissed or stayed within thirty (30) days; or

e. cease or threaten to cease carrying on all or a substantial part of your business.

If we commit a material breach of this Agreement that materially and adversely affects your ability to use the Products, and such breach is not remedied within fourteen (14) days after receipt of written notice from you specifying the breach, you may terminate this Agreement with immediate effect by written notice.

Without limiting any other rights, we reserve the right, in our sole discretion and without liability, to suspend or restrict access to the Products (including blocking access or accounts) where we reasonably believe that:

(a) you are in breach of this Agreement;

(b) continued access poses a security, compliance, or operational risk; or

(c) suspension is required to comply with applicable law or regulatory requirements.

Upon termination or expiry of this Agreement for any reason:

a. all licenses granted to you shall immediately terminate;

b. you shall cease all use of the Products and software;

c. all outstanding fees shall become immediately due and payable; and

d. we shall have no further obligation to provide the Products.

Termination shall be without prejudice to any rights or remedies accrued prior to termination or available at law or in equity. Clauses which by their nature are intended to survive termination shall survive, including intellectual property, confidentiality, data protection, disclaimers, limitation of liability, and indemnities.

12.  MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents and functionality of the Products at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Products. We will not be liable to you or any third party for any modification, suspension, or discontinuance of the Products.

We cannot guarantee the Products will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Products, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Products at any time or for any reason without giving notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Products during any downtime or discontinuance of the Products. Nothing in these Terms and Conditions will be construed to obligate us to maintain and support the Products or to supply any corrections, updates, or releases in connection therewith.

13.  FORCE MAJEURE

In the event where we are prevented from performing our obligations arising from this Agreement as a result of any act of God, riots, acts of war, acts of terrorism, crop diseases or defects, interruption of labor supply, fuel, power or water, casualty damage, government or regulatory action or inaction or any other cause beyond our reasonable control (the “Force Majeure Event”), this Agreement shall be suspended and we shall be relieved of its obligations as long as the Force Majeure Event shall exist.

14.  DISCLAIMER

THE PRODUCTS, INCLUDING THE SEEZAR SOFTWARE, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOUR USE OF THE PRODUCTS IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE PRODUCTS WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE, ERROR-FREE, OR FREE FROM DEFECTS, OR THAT ANY CONTENT, DATA, OR OUTPUT WILL BE COMPLETE, RELIABLE, SECURE, OR NOT LOST, CORRUPTED, OR ALTERED.

NOTWITHSTANDING THE ABOVE DISCLAIMERS, WE WARRANT THAT WE WILL PROVIDE THE PRODUCTS IN A PROFESSIONAL AND WORKMANLIKE MANNER, CONSISTENT WITH GENERALLY ACCEPTED INDUSTRY STANDARDS AND IN MATERIAL CONFORMANCE WITH THE SPECIFICATIONS EXPRESSLY SET OUT IN THIS AGREEMENT. THE FOREGOING WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY PROVIDED BY US AND IS IN LIEU OF ALL OTHER WARRANTIES.

15.   LIMITATIONS OF LIABILITY

To the fullest extent permitted by applicable law, in no event shall we, nor any of our Affiliates, suppliers, directors, officers, employees, or agents be liable to you or any third party for any indirect, incidental, special, consequential, exemplary, or punitive damages, including without limitation loss of profits, loss of revenue, loss or corruption of data, loss of contracts or business, loss of prospective advantage, business interruption, or the cost of procurement of substitute products or services, arising out of or relating to this Agreement or the use of or inability to use the Products, whether based on contract, tort (including negligence), indemnity, product liability, or any other theory of liability, even if we have been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy.

Notwithstanding anything to the contrary in this Agreement, our total aggregate liability arising out of or in connection with this Agreement shall in all cases be limited to the total amount of fees paid by you to us under this Agreement during the twelve (12) month period immediately preceding the event, giving rise to the claim.

Nothing in this Agreement shall exclude or limit liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; or

(c) any liability which cannot be excluded or limited under applicable law.

You acknowledge and agree that third-party integrations, systems, platforms, and services are provided by independent third parties. We act solely as a facilitator of such integrations and shall have no liability for the availability, performance, security, or failure of any third-party services, or for any inability or refusal by a third party to integrate with or support the services.

16.  INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our Affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of or relating to your use of the Products, including your content, products or services you develop or offer in connection with the use of the Products, and your breach of these Terms and Conditions or violation of applicable law.

17.  GOVERNING LAW AND JURISDICTION

The parties shall use reasonable endeavors to act in good faith to resolve any dispute, claim, or disagreement arising out of or in connection with this Agreement through amicable discussions and negotiations before commencing any formal legal proceedings.

If the Contracting Entity is Seez: any dispute or claim arising out of or in connection with it, its subject matter, or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Dubai International Financial Centre. Each party irrevocably submits to the exclusive jurisdiction of DIFC courts, UAE. for the resolution of any such dispute or claim.

If the Contracting Entity is Pinewood North America LLC: any dispute or claim arising out of or in connection with it, its subject matter, or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the New York. Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in New York County, New York, U.S.A. for the resolution of any such dispute or claim.

18. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Sending us emails and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, including via email, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE PRODUCTS. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

19. MISCELLANEOUS

Our failure to exercise or enforce any right or provision of the Agreement shall not operate as a waiver of such right or provision. The Agreement operates to the fullest extent permissible by law.

We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of the Agreement is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

Sections relating to intellectual property, indemnity, disclaimers, limitations of liability, dispute resolution, and governing law shall survive termination of the Agreement.

18.  CONTACT US

Any notice, request, complaint or communication in connection with the Agreement shall be made in writing in English and sent to the following addresses (or to such other address as either party may notify to the other from time to time)

Seez Level 1, Unit 170, Zone C DIFC Innovation Hub

Dubai PO Box 418557 United Arab Emirates

Email: info@seezar.ai

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