| Last Updated: May 3, 2021
Seam End User License Agreement

By accessing or using any firmware or software that is embedded on the Seam-branded hardware (“Hub” and such software, “Hub Software”), you agree to the terms of this End User License Agreement (“EULA”) between you and Halcyon Labs dba Seam (“Seam” or “us”). IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, YOU MAY NOT USE THE HUB SOFTWARE, AND YOU MAY CHOOSE TO PROMPTLY RETURN THE HUB FOR A REFUND IN ACCORDANCE WITH THE TERMS PROVIDED IN YOUR SEAM ORDER FORM. Your use of the Seam API and any related website, mobile application or other services provided by Seam (“Seam Platform”) are governed by separate terms. Your purchase of the Hub (excluding the Hub Software) is governed by the Seam Limited Warranty. This EULA does not govern your use of the Seam Platform or your purchase of the Hub (excluding the Hub Software).

This EULA governs your access and use of the Hub Software. This EULA gives you specific legal rights, and you may also have other legal rights in addition, which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under this EULA will not apply to the extent prohibited by applicable law. Some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages or other rights, so those provisions of this EULA may not apply to you.

THIS IS A LEGAL AGREEMENT. BY ACCESSING OR USING THE HUB SOFTWARE, YOU ARE ACCEPTING AND AGREEING TO THIS EULA ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT IN CONNECTION WITH SUCH ACCESS OR USE. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ACCEPT AND AGREE TO THIS EULA ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT. YOU REPRESENT THAT YOU ARE OF SUFFICIENT LEGAL AGE IN YOUR JURISDICTION OR RESIDENCE TO USE OR ACCESS THE HUB SOFTWARE AND TO ENTER INTO THIS EULA. IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS OF THESE TERMS, YOU SHOULD CEASE ACCESSING OR USING THE HUB SOFTWARE.

AS DESCRIBED BELOW, YOU ARE CONSENTING TO AUTOMATIC SOFTWARE UPDATES TO THE HUB SOFTWARE. IF YOU DO NOT AGREE, YOU SHOULD NOT USE THE HUB SOFTWARE.

SECTION 10 BELOW DESCRIBES IMPORTANT LIMITATIONS OF THE HUB SOFTWARE AND RELATED SERVICES, ESPECIALLY IN CONNECTION WITH LIFE SAFETY AND CRITICAL USES. PLEASE READ THESE DISCLOSURES CAREFULLY, AS YOU ARE ACKNOWLEDGING THEM AND ACCEPTING THEM.

  1. License. Subject to the terms of this EULA, Seam grants to you a limited and nonexclusive license (without the right to sublicense) to execute one copy of the Hub Software, in executable object code form only, solely on the Hub that you own or control and solely for use in conjunction with the Hub for the purposes identified on your Order Form and consistently with the Hub documentation.

  2. Restrictions. You agree not to, and you will not permit others to, (a) license, sell, rent, lease, assign, distribute, transmit, host, outsource, or disclose the Hub Software or make the Hub Software available to any third party, (b) copy or use the Hub Software for any purpose other than as permitted in Section 1, (c) use any portion of the Hub Software on any device or computer other than the Hub that you own or manage with the owner’s authorization, (d) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Hub Software, or (e) modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Hub Software (except for security research disclosed pursuant to industry best practices as further described in the Seam Vulnerability Disclosure Guidelines and except to the extent applicable laws specifically prohibit such restriction for interoperability purposes, in which case you agree to first contact Seam and provide Seam an opportunity to create such changes as are needed for security or interoperability purposes). You may not release the results of any performance, functional or security evaluation of any of the Hub Software to any third party without prior written approval of Seam for each such release.

  3. Hub Data You may configure the Hub to collect data (“Hub Data”), which may be accessed and downloaded via the Seam Platform. Seam collects, users, retains, and shares the Hub Data, as described in Seam Privacy Notice. You must prominently notify and clearly explain to individuals whose data (including data about their behavior or activity, even if such data is not personally identifiable) may be included in Hub Data (“Individuals”) what categories of Hub Data that you may collect and how such Hub Data will be used, retained, shared and otherwise processed, in accordance with applicable laws (such notice, “Privacy Notice”), and you must obtain any consents or offer any opt-outs required by applicable laws. If you do not have a direct relationship with nor directly interact with Individuals, you must obtain the agreement of Hub Users and Platform Users to provide a prominent Privacy Notice and obtain any consents or offer any opt-outs required by applicable laws to Individuals, and you must use all reasonable efforts to periodically assess compliance with the foregoing. You represent that you have obtained all necessary rights and consents under applicable law to allow Seam to collect, use, retain, and share the Hub Data as reasonably necessary to provide you the Hub Data and Seam Platform and to improve the Hub and Seam Platform. You will use all reasonable efforts to protect and secure Hub Data from unauthorized access, use or disclosure.

  4. Automatic Software Updates. Seam may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Hub Software and related services (“Updates”). These may be automatically installed without providing any additional notice or receiving any additional consent. You consent to this automatic update. If you do not want such Updates, your remedy is to stop using the Hub. If you do not cease using the Hub, you will receive Updates automatically. You acknowledge that you may be required to install Updates to use the Hub and the Hub Software, and you agree to promptly install any Updates that Seam provides. Your continued use of the Hub is your agreement to this EULA.

  5. Ownership. The Hub Software and all worldwide copyrights, trade secrets, and other intellectual property rights therein are the exclusive property of Seam and its licensors. Seam and its licensors reserve all rights in and to the Hub Software not expressly granted to you in this EULA. The Hub Software (and all copies thereof) is licensed to you, not sold, under this EULA. There are no implied licenses in this EULA. You acknowledge that the Hub Software contains valuable trade secrets and proprietary information of Seam, that any actual or threatened breach of Section 2 (Restrictions) of this EULA will constitute immediate, irreparable harm to Seam for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach.

  6. Open Source. Certain items of software included with the Hub Software are subject to “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of this EULA. Instead, each item of Open Source Software is licensed under the terms of the end user license that accompanies such Open Source Software. Nothing in this EULA limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. If required by any license for particular Open Source Software, Seam makes such Open Source Software, and Seam’ modifications to that Open Source Software, available by written request to Seam at the email listed below.

  7. Term and Termination. This EULA and the license granted hereunder are effective on the date you first use the Hub Software or Hub and shall continue for as long as you own the Hub, unless this EULA is terminated under this section. Seam may terminate this EULA at any time if you fail to comply with any term(s) hereof. You may terminate this EULA effective immediately upon written notice to Seam. Upon termination of this EULA, the license granted hereunder will terminate and you must stop all use of the Hub Software, but the terms of Sections 2 through 19 (inclusive) will remain in effect, after any such termination.

  8. Warranty Disclaimer. The Hub Software is deemed irrevocably accepted upon your use of the Hub Software or Hub. Seam will have no responsibility to provide maintenance or support services with respect to the Hub Software. NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SEAM PROVIDES THE HUB SOFTWARE “AS-IS” AND DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. SEAM DOES NOT GUARANTEE ANY SPECIFIC RESULTS FROM THE USE OF THE HUB SOFTWARE. SEAM MAKES NO WARRANTY THAT THE HUB SOFTWARE WILL BE UNINTERRUPTED, FREE OF VIRUSES OR OTHER HARMFUL CODE, TIMELY, SECURE, OR ERROR-FREE. YOU USE ALL HUB DATA (AS DEFINED BELOW), THE HUB SOFTWARE, AND THE HUB AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR (AND SEAM DISCLAIMS) ANY AND ALL LOSS, LIABILITY, OR DAMAGES, INCLUDING TO ANY PERSONAL PROPERTY, OTHER PROPERTY OR GOODS, FOOD OR OTHER PERISHABLES, FACILITIES, EQUIPMENT, PERSONS, HUB, OTHER END DEVICES CONNECTED TO THE HUB, RESULTING FROM YOUR USE OF THE HUB DATA, HUB SOFTWARE, OR HUB.

  9. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE ABOVE WARRANTY DISCLAIMERS, IN NO EVENT WILL (A) SEAM, ITS AFFILIATES, LICENSORS, SUPPLIERS, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS (EACH A “DISCLAIMING ENTITY”) BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING FROM OR RELATING TO THE HUB OR HUB SOFTWARE, EVEN IF A DISCLAIMING ENTITY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) THE DISCLAIMING ENTITIES’ TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE HUB AND HUB SOFTWARE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEED THE FEES ACTUALLY PAID BY YOU TO SEAM FOR THE HUB AT ISSUE IN THE PRIOR 3 MONTHS (IF ANY). THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM.

  10. Limitations of Hub Software. You acknowledge that the Hub and Hub Software are not certified for emergency or safety critical response. YOU UNDERSTAND THAT THE HUB AND HUB SOFTWARE ARE NOT A THIRD-PARTY MONITORED EMERGENCY NOTIFICATION SYSTEM -- SEAM DOES NOT MONITOR EMERGENCY NOTIFICATIONS AND WILL NOT DISPATCH EMERGENCY AUTHORITIES IN THE EVENT OF AN EMERGENCY. In addition, Seam customer support contacts cannot be considered a lifesaving solution for people at risk in the home, and they are no substitute for emergency services. All life threatening and emergency events should be directed to the appropriate response services. The Hub Software may provide you data (“Hub Data”) regarding whichever location the Hub is located and their connection with other Hubs and End Devices. All Hub Data is provided “as is” and “as available”.

  11. Confidentiality. “Confidential Information” shall mean the Hub Software and all other information disclosed to you that Seam characterizes as confidential at the time of its disclosure either in writing or orally, except for information which you can demonstrate: (a) is previously rightfully known to you without restriction on disclosure; (b) is or becomes, from no act or failure to act on your part, generally known in the relevant industry or public domain; (c) is disclosed to you by a third party as a matter of right and without restriction on disclosure; or (d) is independently developed by you without access to the Confidential Information. You shall use your best efforts to preserve and protect the confidentiality of the Confidential Information at all times, both during the term hereof and for a period of at least 3 years after termination of this EULA, provided, however, that any source code you receive shall be held in confidence in perpetuity. You shall not disclose, disseminate or otherwise publish or communicate Confidential Information to any person, firm, corporation or other third party without the prior written consent of Seam. You shall not use any Confidential Information other than in the course of the activities permitted hereunder. You shall notify Seam in writing immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this EULA, and will cooperate with Seam in every reasonable way to regain possession of Confidential Information and prevent any further unauthorized use. If you are legally compelled to disclose any of the Confidential Information, then, prior to such disclosure, you will (i) immediately notify Seam prior to such disclosure to allow Seam an opportunity to contest the disclosure, (ii) assert the privileged and confidential nature of the Confidential Information, and (iii) cooperate fully with Seam in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event such protection is not obtained, you shall disclose the Confidential Information only to the extent necessary to comply with the applicable legal requirements.

  12. For U.S. Government End Users. The Hub Software is a “commercial item,” as that term is defined at 48 C.F.R. 2.101 (OCT 1995), and more specifically is “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), the Hub Software is provided to U.S. Government End Users only as a commercial end item and with only those rights as are granted to all other customers pursuant to the terms and conditions herein.

  13. Export Compliance. The Hub Software and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree to strictly comply with all such laws and regulations and acknowledge that you have the responsibility to obtain authorization to export, re-export, or import the Hub Software and related technology, as may be required. You will indemnify and hold Seam harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney’s fees) arising from or relating to any breach by you of your obligations under this section.

  14. Other General Legal Terms

a. Governing Law, Disputes, and Interpretation. This Agreement is governed by California law, and the courts in Santa Clara County have exclusive jurisdiction of any disputes relating to or arising from this Agreement that are not subject to arbitration pursuant to Section 9. Each party irrevocably submits to the jurisdiction and venue of any such court in any such claim or dispute, except that Seam may seek injunctive relief in any court having jurisdiction to protect its intellectual property or Confidential Information. No provision of this Agreement will be construed against any party on the basis of that party being the drafter. This Agreement does not limit any rights of enforcement that Seam may have under trade secret, copyright, patent, or other laws. Seam’s delay or failure to assert any right or provision under this Agreement does not constitute a waiver of such right or provision. No waiver of any term of this Agreement will be deemed a further or continuing waiver of such term or any other term.

b. Assignment. Seam may assign or delegate this Agreement. Upon notice to Seam, you may assign this Agreement to your successor or acquirer in connection with your merger, change of control or a sale of all or substantially all of your assets relating to this Agreement, provided that such successor or acquirer is not a competitor of Seam.

c. Entire Agreement. This Agreement constitutes the entire agreement between you and Seam with respect to the Hub Software. This Agreement describes the entire liability as between you and Seam and sets forth your exclusive remedies with respect to the Hub Software. If any provision of this Agreement (or portion thereof) is held to be invalid or unenforceable under applicable law, then it should be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

d. Feedback. All suggestions or feedback provided by you to Seam with respect to the Hub Software shall be Seam property. Seam may use, copy, modify, publish, or redistribute the submission and its contents for any purpose and in any way without any compensation to you.

e. Independent Contractors. You and Seam are independent entities, and this Agreement does not create any partnership, agency, or employment relationship between you and Seam, or the employees or agents of either party.

f. Notices. Any notice to you may be provided by email to the address that you registered with Seam.