July 11, 2024

This User Agreement ("Agreement") is between Seersite (“Company" or “we” or “us”), and you ("User”) for the use of the Seersite Platform (“Platform”). By accessing or using the Platform, you agree to comply with the terms and conditions of this Agreement and all applicable laws, rules and regulations.

Seersite is a professional network and marketplace platform for Users to connect with each other to share, exchange, sell and buy content, opinions, knowledge, information, ideas, writings, insights, trends, and observations related to a User’s intellectual pursuits, profession, career, education, or areas of expertise.

Seersite offers Users many levels of participation and related products and services, which together represent the Seersite Platform:

Professional Network by which Users may participate in a professional network to interact and share with others on the platform.

Expert Marketplace by which Users may offer, sell, and buy content and services to others. Seersite is not a party to any contracts or transactions between sellers and buyers, nor does Seersite endorse or provide any warranties related to such transactions. Seersite provides self-serve tools and charges a Marketplace fee for use of its Platform for these transactions and other products and services.

Knowledge Library by which Users may purchase and/or access a subscription-based service providing access a wide-variety of original and shared content, including anonymized and compliance-cleaned transcriptions. This content may also include additional supplemental information licensed by Seersite from third parties, and may be limited, monitored, and/or moderated by Seersite.

1. Definitions

User Account, also known as “Account”, is a User’s login, password, username, and basic account information, such as their birthdate, location, email, and other related information.

Professional is a User who has chosen to create a Professional Profile on the Platform and participate in activities related to that role.

Professional Profile, also known as “Profile”, is a User’s shared profile and information related to their Professional Content and Expertise, including but not limited to their professional background, work history, education history, and related information.

Professional Content and Expertise consists of a User’s professional opinions, knowledge, information, ideas, writings, insights, trends, and observations. They include any details and related content shared by a User about their intellectual pursuits, profession, career, education, or areas of expertise.

Non-Professional Content is any content that is not related to a User’s expertise, profession, work experience, and/or education. Non-Professional Content includes religious beliefs and personal social matters related to family, friends, birthdays, death, social events, non-professional awards, the User or another’s health, diseases or pandemics, charities or other general social content, unless such content is contextually relevant to the User’s Professional Content and Expertise.

Posts, also known as “Insights” or “Works”, refer to any content shared or posted by a User on the Platform, which must consist of a User’s Professional Content and Expertise or content related to the User’s Professional Content and Expertise.

Expert is a User who has chosen to apply for and been approved to offer Expert Product(s) and Service(s) and participate in other activities related to such role on the Platform.

Expert Profile is the additional profile information, including availability, rates, payout details, and other related information which a User has created on the Platform.

Expert Product(s) and Service(s) are various content, offerings, expertise, ideas, or insights that can be sold or purchased on the neutral and self-serve Expert Marketplace.

Client is a User who has chosen to create a Client Account and has been approved to purchase Expert Product(s) and Service(s), and purchase, subscribe, and participate in other services and activities related to such role on the Platform.

Client Account, also known as a “Client Profile” is a business-related company identity and associated payment, access, credentials, and business information which is created by and managed by a User or group of Users whom are authorized to do so.

Kodex Panel, also known as a “Panel”, “Community Panel”, “Community Question” or “Expert Panel”, is a content format which a User may choose to participate in answering proposed questions around their Expertise, for which they may be compensated for.

Session is a service format wherein an Expert has offered a live consulting session via telephone or video conference, which a Client may purchase.

2. Profile Creation & Review

To participate in the Platform, you must first create a User Account and Profile which must be submitted to Seersite for review. If your Profile is accepted, you will be designated a “Professional” and will be able to access and participate in activities available to that role. Alternatively or additionally, you may create a Client Account which will be reviewed by Seersite and, upon approval, you will be able to access and participate in activities available to that role.

You agree to create and maintain your Seersite User Account and all associated profiles and details with truthful, relevant, accurate, and complete information. You agree to keep such information up-to-date throughout your participation on the Platform.

You understand that Seersite’s review of your submitted profile(s) and account information may include verification of your credentials, employment, education history, and publicly available information such as news reports.

By using the Platform you expressly consent to our verification of your identity and information if we deem it necessary. Seersite may also use third party services, in compliance with the Seersite Privacy Policy, to verify and/or supplement such information. A background check may include use of your personal information to confirm the accuracy of your profile.

You understand your Professional Profile, Posts, and any shared or related content may also be verified by your peers, fellow Seersite Users in your area of expertise, through interactions on the Platform. You hereby expressly consent to peer review of the accuracy of your Profile and related content.

By creating a Profile and using the Platform, you represent that you currently are not and, have not been within the past five years, a named party in any legal, civil, criminal, or regulatory action or proceeding where fraud, perjury, bribery, or conspiracy to commit any such offense has been alleged.

3. Character of Relationships

Nothing in this Agreement or your interactions with the Platform creates a special relationship between you and Seersite; as such, you agree you are not a Seersite partner, affiliate, agent, or employee and you are acting in your own free will and independent individual capacity at all times.

You agree you are not, and cannot hold or present yourself as, a Seersite employee, agent, representative, partner, subsidiary, corporate member, officer, director, shareholder, consultant, or joint venturer, and you have no authority to bind, obligate, or enter into any agreement, or speak on Seersite’s behalf, and nothing in this Agreement shall be construed to create any such relationship.

4. User Duties

You agree to use the Platform for its intended purpose, and not take any action that would be unlawful, prohibited, detrimental, or abusive to the Platform and/or any other User and/or party.

You agree not to post Non-Professional Content on the Platform and you understand that Seersite has the discretion to alter, block, or remove any content on the Platform that, in our sole discretion, is inappropriate for the intended purpose of the Platform.

You agree and understand that any content you create, post, or share on your Profile may be viewed by, shared with, and quoted by other Users. However you, and all Users, agree to attribute content to its original creator when referencing another User’s content in any capacity.

You agree not to upload, post, transmit, share, store, or otherwise make available on the Platform any content that could be deemed disinformation or fake, harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically, or otherwise objectionable, offensive, or violates any applicable laws.

You agree to use reasonable efforts to prevent any unauthorized use and access to your Account(s), Profile(s), username, password, and to the Seersite Platform.

You will promptly notify Seersite at [email protected] or via help.seersite.com of any unauthorized use or access, or any other security breach related to your Account(s), Profile(s), content, posts, and use the Platform, in accordance with these Terms of Use, applicable laws, and government regulations.

5. No Guarantee

While we try to maintain the integrity and security of the Platform, we do not guarantee that the Platform will be or remain secure, complete or correct, or that access to the Platform will be uninterrupted. Additionally, third parties may make unauthorized alterations to the Platform or its content.

If you become aware of any unauthorized third-party alteration of the Services, you agree to contact us at [email protected] or via help.seersite.com with a description of the material(s) at issue and the URL or location on the platform or Services where such material(s) appear.

6. Legal Compliance

You agree to not reveal or share any confidential, proprietary, material, non-public information on the Platform or during any Session or Panel or other Platform-related activity. If you are unsure about what information falls into these categories, please review our Confidential Information Tutorial.

When conducting transactions on the Platform, you attest that you will comply with all applicable laws governing bribery, money laundering, and other corrupt practices and that you shall not, directly or indirectly, offer, give, pay, promise to pay, or authorize the payment of any bribes, kickbacks, influence payments, or other unlawful or improper inducements, in whatever form including gifts, travel, entertainment, contributions, or anything else of value.

When you participate in any activities on the Platform, you agree not to breach or cause any other person to breach a duty, obligation, or agreement you may owe to your employer or any other person or entity.

You agree to comply with applicable laws and any policies or contractual restrictions to which you are subject when participating on the Platform and in any related activities.

7. Privacy & Data Protection

The Seersite Privacy Policy outlines how your information is collected, used, processed, and shared. By using the Platform, you consent to the collection and use of your information as described in our Privacy Policy.

8. Consent

You consent to Seersite reviewing the accuracy or your professional background and other information you post and share on the Platform.

You consent to be contacted by telephone, email, text or other communication methods to process and administer details related to your Account(s), Profile(s), your activities and participation in the Platform, and other administrative, contractual and regulatory obligations as necessary as determined by Seersite.

9. Intellectual Property

All content, logos, trademarks, and intellectual property associated with the Platform are owned by Seersite and protected by applicable laws.

You agree not to use Seersite, the Platform, or any content for any activity not expressly authorized in this Agreement, including but not limited to: scraping, bots, phishing, harvesting.

You agree not to post or share any content on the Platform that would violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal, proprietary, or intellectual property rights.

You agree that you shall not, directly or indirectly, use the Platform or any of its content or User’s shared content to train, develop, enhance, or in any way contribute to the creation of artificial intelligence algorithms, models, or any other artificial intelligence applications without the express written consent of Seersite.

You agree to use the Platform and all related and shared content solely for the purposes expressly authorized under this Agreement and not for any other purpose, including but not limited to the development or improvement of artificial intelligence algorithms, without the prior written consent of Seersite.

You acknowledge that any breach of this Intellectual Property Provision may cause irreparable harm to Seersite, and Seersite shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity, to enforce the provisions of this Intellectual Property Provision.

10. Termination

Seersite reserves the right to terminate or suspend your access to the Platform at any time, for any reason.

You can terminate your participation in the Platform at any time by using the functions on the Platform or by request at help.seersite.com. We can delete personal information and your profile. However, some of your information may be encrypted and stored to meet applicable legal and regulatory record-keeping requirements.

11. Deletion

You understand and agree that Seersite has sole discretion to remove any posted content, including your entire profile, or any other information on the Platform, in its sole discretion as it deems inappropriate.

You can delete certain content you share, post, and upload. In addition, you can contact us at [email protected] or via help.seersite.com to request that your Account(s) and all of its content be deleted. However, even if your Profile(s) are no longer visible to other Users, your content may remain encrypted on a secure server for the amount of time required by law to comply with our legal and regulatory obligations.

You understand Seersite will make reasonable efforts to begin the deletion process as soon as reasonably possible after you indicate your desire to permanently remove content, and to ensure such content is no longer visible to other Users.

You understand and agree Seersite is not liable for any damages related to the posting, sharing, removal, or deletion of any content.

12. Links & Shared Content

You agree that Seersite does not endorse and is not liable for the availability or accuracy of links to other websites or resources, or for the content, products, or services from such websites or resources, including but not limited to those shared or posted by other Users. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the content, products, or services on or available from such websites or resources.

13. Indemnification

You agree to defend, indemnify, save, and hold Seersite harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your misuse of the Platform or its products and services or any violation by you of this Agreement.

Seersite reserves the right to assume the exclusive defense and control of any matter for which you are required to indemnify the Company and you agree to cooperate with the Company’s defense of these claims.

You agree that the provisions in this Section will survive any termination of this Agreement.

14. No Warranties & Limitations of Liability

We make no representation or warranty, express or implied, with respect to the accuracy, timeliness, completeness, or usefulness of any services, products, or content provided by you or to you through or related to the Platform.

The Seersite Platform, services, products, and content are provided to you "as is," and we make no guarantees that they will be safe, secure, or error-free, or that they will function without disruptions, delays, or imperfections.

We do not control or direct what Users post, share, do, or say, and we are not responsible for their actions or conduct or content, including offensive, inappropriate, obscene, unlawful, and other objectionable content.

Seersite has no liability, and you release the Company from any losses, damages or other liabilities that you or other Users may incur in any way arising out of or relating to this Agreement, their use of or reliance on the services, products, or information provided on the Platform.

Under no circumstance will Seersite be liable to you for any lost profits, revenues, information, or data, or consequential, special, indirect, exemplary, punitive, or incidental damages arising out of or related to this Agreement, the Platform, Sessions, Panels, or your transactions through the Platform however caused and on any theory of liability, including negligence.

YOU AGREE THAT YOU BEAR ALL RISKS ASSOCIATED WITH THE USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION ANY RELIANCE ON THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY SERVICES.

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ANY WEBSITE LINKED TO IT.

SEERSITE DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICES AND PRODUCTS TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON INFRINGEMENT, AND TITLE.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of Delaware. Any dispute arising out of this Agreement will be resolved by one judge in a civil action in a court in the State of Delaware. The venue will be in the State of Delaware.

Changes to Agreement

Seersite reserves the right to modify this Agreement at any time. User will only be notified of significant, material changes through the Platform and continued use of the Platform after changes signifies your acceptance of the modified Agreement.

Enforceability

If any provision or term of this Agreement is deemed invalid, illegal or unenforceable by any law, judgment or public policy, all other provisions and terms shall remain in full force and effect.