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Terms of Service
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SEURAT PORTAL – TERMS OF USE & CONFIDENTIALITY AGREEMENT

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Thank you for your interest in our services. These Seurat Portal Terms of Use & Confidentiality Agreement (“Portal Terms”) govern your use of the Seurat CAD submission Portal (the “Portal”) and are entered into by and between you (“Customer” or “you”) and Seurat Technologies Inc. (“Seurat”) and supplement the Terms of Service available at https://www.seurat.com/terms-of-service (the “Website Terms” and collectively with the Portal Terms, the “Terms”), which are hereby incorporated by reference. Any capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Website Terms. The terms and conditions of these Portal Terms shall govern in case of any conflict with the terms of the Website Terms. 

 

PLEASE REVIEW THE TERMS AND CONDITIONS OF THESE PORTAL TERMS CAREFULLY. BY CLICKING “ACCEPT” OR OTHERWISE ACCESSING OR USING THE PORTAL, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. ONCE ACCEPTED, THESE TERMS FORM A BINDING LEGAL COMMITMENT BETWEEN YOU AND SEURAT AND YOU MAY NOT ACCESS OR OTHERWISE USE THE PORTAL IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THESE TERMS. ANY INDIVIDUAL THAT ACCEPTS THESE TERMS OR OTHERWISE ACCESSES OR USES THE PORTAL ON BEHALF OF OR FOR A COMPANY, BUSINESS OR LEGAL ENTITY (WHICH WILL BE DEEMED TO BE THE CASE IF SUCH INDIVIDUAL ACCESSES OR USES THE PORTAL USING AN EMAIL ADDRESS ASSOCIATED WITH SUCH COMPANY, BUSINESS OR LEGAL ENTITY), SUCH INDIVIDUAL REPRESENTS AND WARRANTS THAT SUCH INDIVIDUAL (A) HAS READ AND UNDERSTANDS THESE TERMS, AND (B) IS AUTHORIZED TO ENTER INTO THESE TERMS ON BEHALF OF SUCH COMPANY, BUSINESS OR LEGAL ENTITY.

 

Purpose: The Portal is provided to you as a fast and easy way to upload and share CAD models and related information with Seurat (“Customer Data”) for evaluation purposes, including as related to manufacturability, economics, and throughput (the “Purpose”). 

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Confidentiality:  

• General. Seurat will use Customer Data for evaluation and related purposes and will take  commercially reasonable steps to protect your Customer Data. To the extent any Customer data is non-public confidential information (“Confidential Information”), Seurat agrees (a) to use such Confidential Information solely for the Purpose; (b) to protect the confidentiality of such Confidential Information using at least reasonable precautions; and (c) to not disclose such Confidential Information except to those employees or those authorized representatives who have a “need to know” the Confidential Information.  Seurat agrees to use commercially reasonable efforts to promptly notify Customer upon discovery of any unauthorized disclosure of your Confidential Information. ​

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• ​Exclusions. This commitment does not apply to Confidential Information that is required to be disclosed by law or court order. “Confidential Information” does not include information that (a) is or becomes publicly available, (b) was already known to Seurat, (c) is independently developed without reference to such Confidential Information, or (d) is received from a third party without breach by such third party of its obligations of confidentiality to you. 

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Customer Data: You represent and warrant that you own all right, title and interest in and to the Customer Data, including all copyrights and rights of publicity contained therein, or otherwise have all rights necessary to grant, and you hereby do grant, Seurat and its authorized representatives, successors and assigns a right and license to access and use the Customer Data for the Purpose. You acknowledge and agree that Seurat may be engaged in or contemplating projects that are similar or related to your projects or engagements, and/or may analyze data similar to your Customer Data for other customers and clients, and that Seurat has the right to do so without restriction, provided that Seurat maintains the confidentiality of your Confidential Information and uses your specific Customer Data in accordance with the terms of this Agreement. 

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Feedback: In connection with your use of the Portal and/or any discussions related to the Customer Data with Seurat, you may provide Seurat with suggestions, comments or other feedback (“Feedback”) with respect to Seurat’s products, services and other offerings.  You hereby grant to Seurat a worldwide, perpetual, irrevocable, royalty-free, non-exclusive license to use, copy, modify, distribute, publicly display, publicly perform, and create derivative works from your Feedback for any purpose, including but not limited to improving, developing, marketing, and commercializing Seurat's products and services, and agree and acknowledge that Seurat can freely use your Feedback without any without any obligation to compensate or reimburse you.   

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Export Control Compliance: You represent that your Customer Data complies with all applicable export control laws, restrictions, and regulations. You acknowledge that you will not submit, and Seurat does not accept, Export Controlled Data through the Portal. “Export Controlled Data” is defined as data which is controlled for export under United States (“U.S.”) law. This includes (technical) data and/or end part data that is: (a) controlled under the International Traffic in Arms Regulations, or (b) subject to the Export Administration Regulations and controlled at any level beyond EAR99.

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LIMITATION OF LIABILITY: YOU EXPRESSLY UNDERSTAND AND AGREE THAT NEITHER SEURAT NOR ANY OF ITS AFFILIATES, SUCCESSORS, ASSIGNS OR SUPPLIERS (“SEURAT PARTIES”) WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE SEURAT PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE. THE SEURAT PARTIES’ AGGREGATE LIABILITY FOR ANY CLAIMS RELATING TO THESE PORTAL TERMS SHALL NOT EXCEED $100. 

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Governing Law: These Portal Terms shall be governed by the laws of Delaware, without regard to conflict of law principles.

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Contact: If you have any questions related to these Portal Terms, please contact us at info@seurat.com.