1. License Agreement
This End-User License Agreement ("EULA" or "Agreement") is a legal agreement between you ("Licensee," "you") and SeenLoop LLC ("SeenLoop," "Licensor"), a limited liability company registered in Idaho (EIN: 82-4729301), governing your use of any software, applications, platforms, APIs, dashboards, or digital tools provided by SeenLoop (collectively, "Software").
By installing, accessing, or using any SeenLoop Software, you agree to be bound by the terms of this Agreement. If you do not agree, do not use the Software.
2. License Grant
Subject to your compliance with this Agreement and payment of applicable fees, SeenLoop grants you a:
- Non-exclusive: The license does not prevent SeenLoop from granting rights to others.
- Non-transferable: You may not transfer or sublicense this license.
- Revocable: SeenLoop may revoke this license upon breach or non-payment.
- Limited: License covers only the features and modules included in your subscription or purchase.
This license permits you to install and use the Software solely for your internal business operations in accordance with the documentation and your subscription plan.
For custom-developed software, ownership and license terms are specified in the individual project agreement (Statement of Work).
3. Restrictions
You may not, without prior written consent from SeenLoop:
- Copy, modify, adapt, translate, or create derivative works of the Software
- Reverse engineer, decompile, disassemble, or attempt to derive the source code
- Rent, lease, lend, sell, resell, sublicense, or otherwise transfer rights to the Software
- Remove, alter, or obscure any proprietary notices, labels, or branding within the Software
- Use the Software to build a competing product or service
- Use automated scripts or bots to access Software features beyond documented APIs
- Share access credentials with unauthorized third parties
- Use the Software for any unlawful, harmful, or fraudulent purpose
4. Ownership & Intellectual Property
SeenLoop and its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights therein. This Agreement does not convey any ownership rights to you.
- All source code, algorithms, databases, interfaces, documentation, and branding are proprietary to SeenLoop.
- Your data entered into the Software remains your property; SeenLoop has no ownership claim over your content.
- Feedback or suggestions you provide about the Software may be used by SeenLoop without obligation.
- Third-party components within the Software are governed by their respective open-source or proprietary licenses.
SeenLoop® and related marks are trademarks of SeenLoop LLC. You may not use our trademarks without prior written permission.
5. Custom Software Deliverables
When SeenLoop develops custom software for a client under a project contract (SOW), the following default terms apply unless the SOW states otherwise:
- Client-Owned Deliverables: Upon full payment, the client owns the specific custom code written exclusively for their project.
- SeenLoop Retains: All reusable frameworks, libraries, toolkits, and components developed by SeenLoop prior to or during the project remain SeenLoop's property.
- License to Frameworks: SeenLoop grants the client a perpetual, non-exclusive license to use SeenLoop's proprietary frameworks as incorporated into the deliverable.
- Source Code: Source code is delivered only if explicitly stated in the SOW. Default delivery is compiled/deployable code.
6. Updates & Upgrades
SeenLoop may release updates, patches, bug fixes, or new versions of the Software from time to time. The following terms apply:
- Minor updates (bug fixes, security patches) are provided automatically to active subscribers.
- Major version upgrades may require a plan upgrade or additional purchase.
- SeenLoop reserves the right to modify, discontinue, or replace features with reasonable notice.
- Updates may modify or remove features; SeenLoop is not liable for workflow disruption from such changes.
- Clients on custom software engagements are responsible for maintaining and updating their deployments after delivery, unless a maintenance agreement is in place.
7. Termination
This license is effective until terminated. SeenLoop may terminate this Agreement immediately upon:
- Breach of any term of this Agreement or the Terms & Conditions
- Non-payment of subscription or project fees
- Use of the Software for illegal or harmful activities
- Insolvency or bankruptcy proceedings by the Licensee
You may terminate by cancelling your subscription and ceasing all use of the Software. Upon termination, all rights granted under this Agreement cease immediately, and you must delete all copies of the Software in your possession.
Termination does not relieve you of any payment obligations accrued before the termination date.
8. Warranty Disclaimer
THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SEENLOOP DISCLAIMS ALL WARRANTIES INCLUDING:
- Implied warranties of merchantability, fitness for a particular purpose, and non-infringement
- Warranties that the Software will be uninterrupted, error-free, or virus-free
- Warranties regarding accuracy or completeness of results
- Warranties that defects will be corrected
SeenLoop makes commercially reasonable efforts to maintain uptime but does not guarantee 100% availability. Scheduled maintenance windows are announced in advance when possible.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SEENLOOP BE LIABLE FOR:
- Indirect, incidental, special, consequential, or punitive damages
- Loss of profits, revenue, data, business, or goodwill
- Damages arising from unauthorized access to your data
- Damages arising from your reliance on the Software for critical operations
SeenLoop's total liability to you for any claim arising under this Agreement shall not exceed the amount paid by you to SeenLoop in the 12 months preceding the claim.
10. Indemnification
You agree to indemnify, defend, and hold harmless SeenLoop LLC, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising from:
- Your violation of this Agreement
- Your use of the Software in a manner not authorized by this Agreement
- Content you input, upload, or transmit through the Software
- Your violation of any third-party rights, including intellectual property rights
- Your violation of applicable laws or regulations
11. Export Compliance
The Software may be subject to United States export control laws and regulations. You agree to comply fully with all applicable export laws. You represent that you are not:
- Located in a country subject to a U.S. Government embargo
- Listed on any U.S. Government list of prohibited or restricted parties
- Using the Software in connection with any prohibited activities under U.S. export laws
Violation of export control laws may result in immediate license termination and may be subject to civil and criminal penalties.
12. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho, USA, without regard to conflict of law principles.
- Any disputes arising under this Agreement shall be resolved through binding arbitration in Boise, Idaho, under AAA Commercial Arbitration Rules.
- You waive any right to participate in class action lawsuits or class-wide arbitration.
- Notwithstanding the above, SeenLoop may seek injunctive relief in any court of competent jurisdiction for IP violations.
If any provision of this Agreement is found unenforceable, the remaining provisions continue in full force. This Agreement constitutes the entire agreement between you and SeenLoop regarding the Software and supersedes all prior agreements.