SEWORKS, Inc. Website Terms of Service
Thank you for visiting the SEWORKS, Inc. (hereafter “SEWORKS”) website.
By visiting this website, you agree to be bound by the following Terms of Service.
Website Contents and Copyright Notice
All documents and information on the SEWORKS website is copyright protected. No portion of any documents or information displayed on the website may be reproduced in any form or by any means without the express written content of SEWORKS. The SEWORKS website may only be used in the manner intended, for reviewing the information presented. Any damage to website servers, attempts to gain unauthorized access to servers, or interference of this website use by other visitors is expressly prohibited.
SEWORKS, Inc. (hereafter “SEWORKS”) strives to the best of their abilities to provide a safe and secure environment for visitors to the SEWORKS website. SEWORKS places privacy above all, and does not store or share information with third parties, except in compliance with applicable laws and regulations, and for operational purposes including but not limited to, monitoring and regulating violations against the SEWORKS licensing agreement.
Any software uploaded to the SEWORKS server in accordance to software usage or testing is not stored beyond a thirty (30) day timeframe at any given time. After the applicable period, any external software uploaded by the visitor is permanently deleted and no records are kept.
SEWORKS may offer access to software and services. The software and its documentation are copyright protected and protected under intellectual property laws. Visiting the SEWORKS website shall not be construed as conferring any license under SEWORKS or any third party’s intellectual property rights, whether by implication or otherwise. Access to the website does not grant any express permission to SEWORKS software. By registering for the website, you agree to the terms listed in the Service Agreement below and may only use the software and services under terms of the Service Agreement.
SEWORKS, AppSolid, Medusah, AppSecure and any other products, service marks and logos offered by SEWORKS are the property of SEWORKS, Inc. All other trademarks are the property of their respective owners.
Warranty and Limitation of Liability
All information, products and software are provided ‘As Is,’ without any express or implied warranty of any kind, including but not limited to warranties of merchantability, non-infringement, and fitness for a particular purpose. SEWORKS is not responsible for any errors or omissions contained on the SEWORKS website, and reserves the right to make changes at any time without prior notice. SEWORKS is not liable for any damages whatsoever in any event, and in particular is not liable for direct, special, indirect, consequential, or incidental damages, service interruption, website availability, software, or damages for lost profits, loss of revenue, loss of use, cost of replacement goods, loss or damage to data, and damages arising from use of or reliance on documents or information offered by the SEWORKS website.
- Customer Data” means any and all information, data, materials, works, expressions or other content, including any that are (a) uploaded, submitted, posted, transferred, transmitted or otherwise provided or made available by or on behalf of Customer in connection with the Service, or (b) collected, generated, downloaded, received or otherwise obtained by SEWORKS pursuant to this Agreement or at the written request or instruction of Customer.
- “Customer Source Code” means human readable source code of the Customer software to which it relates, in the programming language in which the Customer software was written, together with all related flow charts and technical documentation, including a description of the procedure for generating object code, all of a level sufficient to enable a programmer reasonably fluent in such programming language to understand, build, operate, support, maintain and develop modifications, upgrades, updates, adaptations, enhancements, new versions and other derivative works and improvements of.
- “End User” means an individual or entity that purchases, licenses or otherwise obtains the Licensed Product solely as integrated into, bundled with or distributed for use in conjunction with Customer’s products for his/her/its own use and not for resale or redistribution.
- “Licensed Documentation” means the user manuals, technical documentation and all other information related to the Licensed Software, in printed or electronic form, that SEWORKS may provide to Customer with respect to the Licensed Software.
- “Licensed Product” means collectively the Licensed Software and the Licensed Documentation.
- “Licensed Documentation” means the user manuals, technical documentation and all other information related to the Licensed Software, in printed or electronic form, that SEWORKS may provide to Customer with respect to the Licensed Software.
- “Licensed Software” means the SEWORKS’s proprietary software application or applications and any third-party or other software and/or services that SEWORKS provides remote access to and use of as part of the Service, including all Updates thereto made during the term of this Agreement.
- “Order Form” means the terms for the Service agreed to between the parties in writing from time to time, specifying, among other things, the services, fees, and other additional terms as agreed to between the parties.
- “Service” means the mobile and online security service as made available to Customer by means of the internet or through other electronic means.
- “SEWORKS Site” means any website(s) owned and/or operated by SEWORKS, including, but not limited to, www.appsolid.co, www.appsecu.re, www.medusah.net, www.seworks.co.kr and www.seworks.co.
- “Updates” mean improvements, modifications, alterations, revisions, extensions, and/or enhancements to the Service provided by SEWORKS.
- “User” means a Customer’s employee, representative, consultant, contractor or agent who is authorized to use the Service and has been supplied user identifications and passwords by Customer.
- SEWORKS Service
- Service. Upon Customer’s completion of the registration process on the SEWORKS Site, SEWORKS may make the Service available, in part or in whole, to Customer. Availability of Services to the Customer will be determined on a case-by-case base by SEWORKS. The parties may enter into additional Order Forms during the term of this Agreement. SEWORKS shall give Customer at least fourteen (14) days’ prior written notice before making any material changes to the Service that could reasonably be expected to diminish the usefulness of the Service to Customer, such as eliminating an important feature (“Material Change”).
- Customer Responsibilities. Customer is responsible for all activities that occur under Customer’s User accounts and for Users’ compliance with the terms of this Agreement. Customer shall: (a) upload, submit and otherwise provide SEWORKS the Customer Data and Customer Source Code to the extent reasonably necessary for SEWORKS to perform the Service; (b) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data and Customer Source Code; (c) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify SEWORKS promptly of any such unauthorized use; (d) not interfere with or disrupt the integrity or performance of the Service or the data contained therein or otherwise attempt to gain unauthorized access to the Service or its related systems or networks; (e) ensure that Users only use or access the Service and/or the Licensed Product in compliance with the terms and conditions of this Agreement and be solely responsible for any breach or violation thereof by any User, and (f) comply with all applicable local, state, federal, and foreign laws in using the Service.
- Support and Maintenance. SEWORKS will provide Updates to the Service as necessary, and any additional support to Customer may be determined by both parties in writing on a case-by-case basis. Depending on the scope of work, SEWORKS may charge additional service and maintenance fees to the Customer, as agreed upon by both parties in writing.
- Proprietary Rights
- Grant of License
- By SEWORKS.
- (i)Service. SEWORKS hereby grants to Customer and its Users a limited, non-exclusive, non-transferable (except as permitted under Section 10.4), non-sublicensable license to access and use the Service for the purpose for which it is made available to Customer and Users and otherwise in accordance with the terms of this Agreement.
- (ii)Trademark. Customer and its channels of distribution may use SEWORKS trademarks and logos applicable to the Service in connection with the use of the Service. Upon SEWORKS’s request, Customer will furnish SEWORKS with a sample of such trademark usage.
- By Customer.
- (i)Customer Data. Customer hereby grants to SEWORKS a royalty-free, non-exclusive license to use, copy, reproduce, store, display, modify, make derivative works of and otherwise utilize the Customer Data for purpose of providing the Service. SEWORKS may access Customer accounts, including without limitation to Customer Data, to respond to service or technical problems. Customer hereby further acknowledges and agrees that SEWORKS may use the Customer Data, solely in aggregate and anonymous format, for other business and commercial purposes, including statistical analysis with respect to End User usage and traffic patterns, provided that such information does not include Customer or personally identifiable information.
- (ii)Customer Source Code. Customer hereby grants to SEWORKS a royalty-free, non-exclusive license to use, reproduce, copy, store, translate, compile, display, modify and otherwise exploit any Customer Source Code provided to SEWORKS solely to the extent necessary to provide the Service.
- (iii)Trademark. Customer grants SEWORKS the right to use Customer trademarks and logos applicable to the Service for marketing, promotional, business and commercial purposes.
- Reservation of Rights. Customer shall not use the Licensed Product except as expressly authorized in this Agreement. SEWORKS hereby retains all right, title and interest in and to the Service and the Licensed Products. Other than the explicit rights granted herein, nothing in this Agreement shall be construed or interpreted as granting to Customer any rights or licenses, including any rights of ownership or any other proprietary rights in or to the Licensed Product and any portion thereof, or any other software or technology of Licensed or its suppliers and any intellectual property rights embodied therein. Customer acknowledges that all ownership of and proprietary rights in and to the Licensed Product and that Customer shall not acquire any ownership of or proprietary right in or to the Licensed Product. The Licensed Product (and all Updates thereto) is protected by the copyright laws of the United States and international copyright treaties.
- Restrictions. Customer shall not, and shall not instruct, permit, allow or induce agents to (a) sell, resell, lease, sublicense, copy, market or distribute, directly or indirectly, the Service or the Licensed Product except as explicitly permitted hereunder, (b) modify, port, translate, or create derivative works of the Licensed Product, in whole or in part, except as may be explicitly permitted hereunder, (c) reverse engineer, decompile, or disassemble the Licensed Product, in whole or in part, or its techniques, or assist third parties in these activities, (d) release or otherwise provide access, directly or indirectly, to any third party the Service or the Licensed Product, (e) remove or alter any copyright notices on the Service or the Licensed Product, unless agreed upon in writing between SEWORKS and the Customer.
- Grant of License
- Payments and Accounting
- Fees. Customer shall pay the fees specified in the Order Form and in any signed and approved additional Order Forms. All fees are quoted in United States Dollars, unless quoted otherwise by SEWORKS, and non-refundable.
- Invoicing & Payment. SEWORKS shall invoice customer for fees for the Service in advance and otherwise in accordance with the terms on the Order Form. Charges due shall be payable within thirty (30) days from the invoice date. All payments made under this Agreement shall be in United States dollars unless agreed upon by both parties in writing.
- Overdue Payments. Any payment not received from Customer by the due date shall accrue late charges at the rate of one and a half percent (1.5%) or at the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.
- Suspension of Service. If Customer’s account is thirty (30) days or more overdue, in addition to any of its other rights or remedies, SEWORKS reserves the right to suspend the Service provided to Customer, without liability to the Customer, until such amounts are paid in full.
- Taxes. SEWORKS’s fees are exclusive of all local, state, federal and foreign taxes, levies, or duties of any nature (“Taxes”), and Customer is responsible for payment of all Taxes, excluding only United States taxes based on SEWORKS’ income. If SEWORKS has the legal obligation to pay or collect taxes for which Customer is responsible pursuant to this Section, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides SEWORKS with a valid tax exemption certificate authorized by the appropriate taxing authority.
- Billing and Contact Information. Customer shall ensure that it maintains complete, accurate and up-to-date Customer billing and contact information via the online Customer account section of the Service at all times.
- Records and Inspection. Customer will maintain proper records of all transactions and books of account relating to its sales and provision of the Service. SEWORKS may inspect any such records up to once per calendar quarter in order to verify Customer’s performance of its obligations under this Agreement. Any inspection will be conducted during regular business hours, upon at least five (5) business days’ prior written notice, at Customer’s office in a manner that does not unreasonably interfere with Customer’s business activities. Without limiting any other rights available to SEWORKS under this Agreement, such inspection shall be at SEWORKS sole cost and expense, unless such inspection reveals that Customer underpaid the amount actually owing by three percent (3%) or more, in which case Customer shall reimburse SEWORKS for such cost and expense, in addition to paying all amounts owed.
- Definition of Confidential Information. “Confidential Information” means all information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”) that is designated in writing as confidential at the time of disclosure or otherwise a reasonable person would deem confidential or proprietary to the Disclosing Party. Confidential Information includes, without limitation, the terms and conditions of this Agreement, Customer Data, Customer Source Code, the Licensed Products, the Service, business and marketing plans, technology and technical information, product designs, and business processes (whether in tangible or intangible form, in written or in machine readable form, or disclosed orally or visually). Confidential Information shall not include any information that (a) is or becomes generally known to the public without the Receiving Party’s breach of any obligation owed to the Disclosing Party, (b) was independently developed by the Receiving Party without the Receiving Party’s breach of any obligation owed to the Disclosing Party, or (c) is received from a third party who obtained such Confidential Information without any third party’s breach of any obligation owed to the Disclosing Party.
- Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission. Notwithstanding the foregoing, it shall not be a breach of this Agreement to disclose the terms and conditions of this Agreement to (a) those employees, contractors and Users of the Receiving Party who have a need to know and are bound by confidentiality and nondisclosure terms that are no less protective than the terms in this Agreement or (b) a party’s attorneys, accountants, bankers, or other professional advisors in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets which does not involve a direct competitor of the other party, or to the acquirer in such event pursuant to a confidentiality agreement.
- Protection. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information.
- Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure and reasonable assistance (at Disclosing Party’s cost) if the Disclosing Party wishes to contest the disclosure.
- Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this Section 5, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.
- Representations and Warranties
- Representations and Warranties. Each party represents and warrants that is has the power and authority to enter into this Agreement. SEWORKS warrants that it will provide the Service in a manner consistent with generally accepted industry standards.
- Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 6.1 ABOVE, SEWORKS HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS, EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, AND CONDITIONS WITH REGARD TO THE SERVICE AND THE LICENSED PRODUCT, INCLUDING BUT NOT LIMITED TO ALL GUARANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND QUALITY OF SERVICE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 6.1 ABOVE, SEWORKS DOES NOT REPRESENT OR WARRANT THAT (A) THE OPERATION OR USE OF THE SERVICE WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR (B) THE QUALITY OF ANY PRODUCTS, SERVICES OR INFORMATION OR OTHER MATERIALS CUSTOMER PURCHASES OR OBTAINS THROUGH THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY SEWORKS, THE SERVICE AND THE LICENSED PRODUCTS ARE PROVIDED TO CUSTOMER ON AN “AS IS” BASIS.
- Indemnification by SEWORKS. Subject to the terms and conditions set forth herein, SEWORKS shall, at its cost and expense, (i) defend, or at its option, settle any claim brought against Customer and its respective directors, officers and employees (“Customer Indemnitee(s)”) by a third party alleging that any use of the Service and/or the Licensed Product infringes or violates any third party intellectual property right (the “Claim”), and (ii) pay, indemnify and hold Customer Indemnitees harmless from any settlement of the Claim or any damages awarded to such third party as a result of the Claim; provided that Customer Indemnitee(s): (A) give SEWORKS prompt written notice of any the Claim; and (B) permit SEWORKS to solely control and direct the defense or settlement of the Claim; and (C) provide SEWORKS all reasonable assistance in connection with the defense or settlement of the Claim, at SEWORKS’s cost and expense. Customer may participate in the defense and settlement at Customer’s sole expense. If a Claim occurs, or in SEWORKS’s opinion is reasonably likely to occur, SEWORKS, at its expense and at its sole discretion, may, in addition to its indemnification obligations hereunder: (i) procure the right to allow Customer to continue to use the Service and/or the applicable Licensed Product; or (ii) modify or replace the applicable Licensed Product or infringing portions thereof to become non-infringing; or (iii) if neither (i) nor (ii) is commercially practicable, terminate Customer’s license to the affected portion of the applicable Licensed Product and, as applicable, refund a portion of the fees paid by Customer corresponding to such Licensed Product, pro-rated over a three (3) year period from initial delivery (unless the applicable license term is shorter than three years, in which case the pro-rated period shall be equal to the license term). Notwithstanding the foregoing, SEWORKS shall have no obligation under this Section to the extent any Claim is based upon, arises out of or related to: (i) any modification or alteration to the applicable Licensed Product not made by or on behalf of SEWORKS; and/or (ii) any combination or use of the applicable Licensed Product with any third party equipment, products or systems that are not expressly permitted by SEWORKS under this Agreement, to the extent that the Claim is based on such combination or use; and/or (iii) Customer’s continuance of allegedly infringing activity a reasonable period after being notified thereof; and/or (iv) Customer’s failure to use Upgrades made available by SEWORKS; and/or (v) damages attributable to the value of the use of a non-SEWORKS product or service; and/or (vi) use of the applicable Licensed Software not in accordance with the applicable Licensed Documentation or outside the scope of the license granted under this Agreement. The remedies set forth in this Section 7.1 constitute Customer’s sole and exclusive remedies, and SEWORKS’s entire liability, with respect to infringement or violation of third party intellectual property rights.
- Indemnification by Customer. Subject to the terms and conditions set forth herein, Customer shall defend, indemnify and hold SEWORKS Customer and its respective directors, officers and employees (“SEWORKS Indemnitee(s)”) harmless against any loss or damage (including without limitation reasonable attorneys’ fees) incurred in connection with claims made or brought against SEWORKS by a third party alleging that the Customer Data and/or the Customer Source Code, or the use thereof by either party, infringes or violates any third party intellectual property right or otherwise has caused harm to a third party; provided that SEWORKS Indemnitee(s): (a) give Customer prompt written notice of any such claim; and (b) permit Customer to solely control and direct the defense or settlement of any such claim; and (c) provide Customer all reasonable assistance in connection with the defense or settlement of such claim, at Customer’s cost and expense. SEWORKS may participate in the defense and settlement at SEWORKS’s sole expense. Customer shall have no obligations to the SEWORKS Indemnitee(s) under this Section 7.2 to the extent such claims arise from SEWORKS’ breach of this Agreement or Customer’s use of Customer Data as authorized and contemplated by this Agreement.
- Limitation of Liability
- Limitation of Liability. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE GREATER OF $1,000,000 OR THE AMOUNTS ACTUALLY PAID BY AND DUE FROM CUSTOMER FOR THE SERVICE DURING THE THREE (3) YEAR PERIOD IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION AROSE.
- Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF DATA, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE LIMITATIONS AND EXCLUSIONS ABOVE IN SECTIONS 8.1 AND 8.2 SHALL NOT APPLY TO DAMAGES OR LIABILITY ARISING UNDER SECTION 7 OR FOR INTENTIONAL OR WILLFUL MISCONDUCT.
- Limitation of Action. Except for actions for non-payment or breach of either party’s intellectual property rights, no action (regardless of form) arising out of this Agreement may be commenced by either party more than one (1) year after the cause of action has accrued.
- Term and Termination
- Term. This Agreement commences on the Effective Date and will remain effective for a term as set forth in the Order Form. The term of the Service or other offerings set forth in an Order Form hereunder shall commence following the written approval by both parties, and shall continue for the period of time set forth in such Order Form. Any outstanding Order Forms in effect upon expiration or termination of this Agreement shall survive such expiration in accordance with their terms.
- Termination for Cause. A party may terminate this Agreement for cause: (a) upon thirty (30) days’ prior written notice of a material breach to the other party, provided such breach remains uncured at the expiration of the notice period; or (b) if the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Customer may also terminate this Agreement for cause upon thirty (30) days’ prior written notice in the event that it receives notice of a Material Change, or failing such notice, in the event that it discovers a Material Change.
- Outstanding Fees. Expiration or termination of this Agreement shall not relieve Customer of the obligation to pay any fees accrued or payable to SEWORKS prior to the effective date of termination.
- Surviving Provisions. The following provisions shall survive the termination or expiration of this Agreement for any reason and shall remain in effect after any such termination or expiration: Sections 1, 3.2, 4, 5, 6, 7, 8, 9.3, 9.4 and 10.
- Governing Law; Venue. This Agreement will be subject to and governed in all respects by the statutes and laws of the State of California without regard to the conflicts of laws principles thereof. The Superior Court of Santa Clara County and/or the United States District Court for the Northern District of California will have exclusive jurisdiction and venue over all disputes or controversies in connection herewith, and each party hereby consents to such exclusive and personal jurisdiction and venue.
- End User License Agreement. Customer shall disclose to its End Users that its products and services contain third party software that may track user activity.
- Entire Agreement. This Agreement constitutes the entire Agreement and understanding between the parties and integrates all prior discussions between them related to its subject matter. No modification of any of the terms of this Agreement will be valid unless in writing and signed by an authorized representative of each party.
- Assignment. This Agreement is not assignable by SEWORKS without the prior written consent of Customer. Customer may assign this Agreement in connection with any merger, acquisition or similar event. Subject to the foregoing, this Agreement will apply to and bind any successor or assigns of the parties hereto.
- Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service or confirmed electronic mail.
- Force Majeure. Neither party will be responsible for any failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, earthquake, floods, acts of terror, strikes or other labor problems, power failures, computer or telecommunications failure or delays involving hardware or software not within SEWORKS’ reasonable control.
- Waiver. A waiver, expressed or implied, by either party of any default by the other in the observance and performance of any of the conditions, covenants of duties set forth herein will not constitute or be construed as a waiver of any subsequent or other default.