Terms of Service

With Seer AI, Inc., DBA "OrcaPanda" ("Company," "we," "our," or "us") provides insight into a brand's AI position and tooling that increases their visibility with AI overviews and conversations.

Please read these terms of service ("Agreement") carefully, it is a binding agreement between you ("you" or "your") and With Seer AI, Inc. "You" includes website visitors, users, mobile and web application end users, current and potential customers, clients, employees, contractors, and other business partners. This Agreement is effective when you sign up or otherwise use any of the Services or access any Content made available by Company through the Services.

This Agreement incorporates our Privacy Policy. By using the Services, you acknowledge that you have read and understood the Privacy Policy and agree to be bound by it. If you do not agree with the Privacy Policy, you may not use the Services or consume any Content.

"Services" includes all software, mobile and web applications, widgets, tools, and functionality made available through the Services — including our platform, help desk systems, connectivity APIs, related support services, and business relationship services. New features that augment or enhance the current Services, including those requiring additional fees, are also included. If you have a separate agreement with us and it conflicts with this Agreement, that separate agreement controls.

You may access the Services via mobile device. Your mobile carrier's standard charges and data rates apply. Access may also be limited by your carrier's terms or your device's settings, software, and hardware. We are not responsible for limitations imposed by your carrier or device.

Exchange and Use of Information

Third-Party Data

As part of the Services, we may provide access to data and insights from external entities ("Third-Party Data"). While we strive to provide accurate and timely Third-Party Data, we do not warrant its accuracy, timeliness, or completeness. You are solely responsible for verifying its accuracy and applicability to your business needs.

Your Data

Your use of the Services may involve processing information about you or your activities, including information about employees, customers, clients, and services ("Your Data"). Your Data belongs to you, subject to your license to us and our Privacy Policy.

You grant us a non-exclusive, transferable, sub-licensable, royalty-free, fully paid-up, perpetual, irrevocable, worldwide license to use, reproduce, publish, translate, modify, create derivative works from, and distribute Your Data in connection with the Services — through any medium, whether alone or in combination with other content — to provide and improve the Services or for our other legitimate business interests, as restricted by the Privacy Policy. Aside from the rights granted here, you retain ownership of all rights, including intellectual property rights, in Your Data. Where applicable and permitted by law, you also waive any "moral rights" such as your right to be identified as the author of Your Data.

Received Materials

If you send us comments, reviews, materials, or letters — including questions, feedback, suggestions, or criticisms ("Received Materials") — those materials are non-confidential and free of any claims of proprietary or personal rights.

You grant us a non-exclusive, transferable, sub-licensable, royalty-free, fully paid-up, perpetual, irrevocable, worldwide license to use, reproduce, publish, translate, modify, create derivative works from, and distribute Received Materials in connection with the Services through any medium. You retain ownership of all other rights, including intellectual property rights, in Received Materials. Where applicable and permitted by law, you also waive any "moral rights" such as your right to be identified as their author.

Company may use any ideas, concepts, know-how, or techniques in any communication you send us for any purpose, including developing, manufacturing, and marketing products, without compensation or obligation to you.

Services, Payment, and Term

When you sign up using a credit card or other payment method, you authorize us to make the charges disclosed at the time of sign-up, including recurring payments where applicable.

The term of this Agreement is one (1) year, with one-year renewal terms occurring automatically at the end of each year unless a party notifies the other at least thirty (30) days before the end of the then-current term that it intends to terminate.

Trials and Beta Testing

From time to time, we or others on our behalf may offer access to beta models or trials of paid subscriptions for a specified period without payment or at a reduced rate (each, a "Trial"). We reserve the right, in our absolute discretion, to determine your eligibility for a Trial and, subject to applicable laws, to withdraw or modify a Trial at any time without prior notice and with no liability.

For some Trials, we will require your payment details to start. At the end of such Trials, we may automatically begin charging you the applicable fees on the first day following the end of the Trial, on a recurring monthly basis. By providing your payment details in conjunction with the Trial, you authorize this charge. If you do not want this charge, you must cancel the applicable paid subscription through your account's subscription page or terminate your account before the end of the Trial.

If you do not want to continue to be charged on a recurring monthly basis, you must cancel before the end of the recurring monthly period. Paid subscriptions cannot be terminated before the end of the period for which you have already paid, and except as expressly provided in this Agreement, we will not refund fees already paid.

If the Trial consists of access to a beta model, you acknowledge that the beta model has not been fully developed and may be subject to defects that would be unacceptable in a fully developed version. The license granted under a beta trial is without warranty of any nature, including implied warranties of fitness for a particular purpose, merchantability, and non-infringement. Beta users have no claim against us for any reason with respect to their use of the Services in connection with a beta trial.

License and Acceptable Use

Company grants you a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to use the Services and Content solely for your internal business purposes — specifically for gaining insight into a brand's AI position and increasing visibility with AI overviews and conversations.

Any other use of the Services or Content requires our express written consent. You may not use data mining, robots, or similar tools, or otherwise exploit your access for commercial purposes. You may not use any Content, trademarks, logos, or other proprietary graphics without express written permission. Company's logos, product, and service names are Company trademarks. Other trademarks appearing in connection with the Services belong to their respective owners.

You shall not, and shall not attempt to:

• Modify, alter, tamper with, repair, or create derivative works of the Services
• Reverse engineer, disassemble, or decompile software used to provide or access the Services, except as expressly permitted by applicable law
• Use the Services for research or benchmarking with the intent of creating a competing or similar product
• Use the Services in any manner other than as expressly permitted by this Agreement
• Sell, lend, rent, resell, lease, sublicense, or otherwise transfer any rights granted to you to any third party
• Remove, obscure, or alter any proprietary rights notices pertaining to the Services
• Access or use the Services in a way intended to avoid incurring fees or exceeding usage limits
• Use the Services to engage in unlawful or fraudulent activity, send unsolicited messages, advertise products not available through Company, store or transmit inappropriate or harmful content, or abuse or harass any third party
• Interfere with or disrupt servers or networks used by Company or other users
• Access or attempt to access Company accounts, computer systems, or networks not covered by this Agreement
• Place inordinate burden on the Services or Company's system resources
• Share passwords or other access credentials with unauthorized third parties

Third-Party Applications

The Services may integrate with third-party applications, websites, and services ("Third Party Applications"). These applications may have their own terms and privacy policies, and your use of them is governed by those terms. We do not endorse and are not responsible for the behavior, features, or content of any Third Party Application, or for any transaction you enter into with their providers.

Your Account and Collaborators

You are responsible for maintaining the confidentiality of your account credentials and for restricting access to your devices. You accept responsibility for all activities that occur under your account. Company reserves the right to refuse service, terminate accounts, or remove or edit content at its sole discretion. You are also solely responsible for the accuracy and currency of data entered into the Services under your account.

The Services may allow you to invite employees, contractors, and other service providers ("Collaborators") to access and manage Your Data. You are responsible for your Collaborators' actions and must ensure their compliance with this Agreement. Company may limit the number of Collaborators or require a Collaborator to obtain a paid license at any time, in Company's sole discretion. Collaborators are not third-party beneficiaries of this Agreement.

Copyright and Title

The Services, Content, and all copyrights, trade secrets, and other proprietary rights — including any derivative works — are and will remain the sole property of Company. The Services are licensed, not sold, to you. This Agreement does not convey any ownership in the Services or related intellectual property rights.

Disclaimer of Warranty

Except as expressly set forth in this Agreement, the Services and every element thereof — including third-party content — are provided "as is" and "as available" without warranty of any kind, whether oral, written, statutory, express, or implied, including warranties of performance, merchantability, or fitness for a particular purpose. Company does not warrant the availability, currency, completeness, accuracy, or truthfulness of any information provided through the Services, nor that all errors can be corrected or that operation will be uninterrupted or error-free.

Because some jurisdictions do not allow the exclusion of implied warranties, such limitations may not apply in their entirety to you.

Limitation of Liability

In no event will Company, its suppliers, shareholders, officers, employees, or agents be liable for any lost profits, indirect, incidental, special, punitive, or consequential damages arising out of this Agreement or the use of or reliance upon the Services, even if advised of the possibility of such damages.

Under no circumstances will Company's total liability of any kind arising out of or related to this Agreement — regardless of whether any action or claim is based on contract, tort, or otherwise — exceed the amount paid by you during the twelve (12) month period prior to the claim arising.

The parties acknowledge that this section survives termination of this Agreement. Because some jurisdictions do not allow the exclusion or limitation of consequential or incidental damages, such limitations may not apply.

Service Limitations and Modifications

Company will make reasonable efforts to keep the Services operational. Certain technical difficulties or maintenance may result in temporary interruptions. To the extent permitted by applicable law, we reserve the right to modify or discontinue, temporarily or permanently, any functions or features of the Services — with or without notice — without liability to you. Company has no obligation to maintain, support, upgrade, or update the Services or to provide any specific content through the Services.

Termination; Survival

Either party may terminate this Agreement upon material breach that is not cured within thirty (30) days after written notice. In the event of termination for any reason, the perpetual licenses granted in relation to Your Data, Received Materials, and User Content are irrevocable and continue after termination.

We may terminate this Agreement or suspend your access at any time, with or without notice, in the event of actual or suspected unauthorized use of the Services or Content.

Provisions that by their nature must remain in effect after termination survive termination.

Post-Termination Assistance

For thirty (30) days following termination, Company will provide Your Data to you in a reasonably approved format upon request. Additional transition assistance is available at Company's standard hourly rates.

Electronic Communications

By using the Services, you consent to receive electronic communications from us via email, website notices, or application notifications. All agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.

Your use of certain features may include SMS or other text message communications ("Messages"). By entering your phone number into the Services, you consent to receive Messages from Company or its partners. You certify that the telephone numbers you provide are yours and that you are permitted to receive calls or Messages at those numbers.

Your consent includes promotional, marketing, informational, and administrative Messages. You can unsubscribe by replying STOP. Your mobile carrier's standard charges and data rates may apply.

Independent Contractors

The parties are independent contractors. There is no agency, partnership, joint venture, employment, or franchise relationship between them. Neither party has authority to bind the other or incur obligations on the other's behalf.

Third-Party Rights

This Agreement is not intended to grant rights to anyone except you and Company, and does not create any third-party beneficiary rights. Rights to terminate, rescind, or agree to any variation, waiver, or settlement of this Agreement are not subject to the consent of any other person.

Privacy Rights

Use of the Services may involve processing the personal information of employees, administrators, vendors, contractors, end users, and others. We strive to comply with all applicable privacy laws, and you shall also comply with all such laws.

Defense and Indemnification

You shall defend Company and its employees, officers, directors, agents, subsidiaries, affiliates, representatives, successors, and assigns (collectively "Company Parties") from any actual or threatened third-party claim arising out of:

1. Your and your Collaborators' use of the Services, including any claim based on inaccuracy, untimeliness, or incompleteness of information
2. Your failure to comply with applicable law
3. Your material breach of this Agreement

You shall also indemnify and hold harmless the Company Parties from all damages, costs, and attorney fees awarded against them, out-of-pocket costs incurred in defense, and any settlement amounts agreed to by you.

Company shall indemnify and hold you harmless from any final judgment obtained by a third party due to Company's actual (not alleged) infringement of a third party's intellectual property rights through Company's Services.

Force Majeure

Company is not liable for or considered in breach of this Agreement for any delay or failure to perform resulting from causes or conditions beyond Company's reasonable control.

Changes to this Agreement

We may revise this Agreement at any time. We will notify you by posting notices on our website or by email. Continued use of the Services after the effective date of changes constitutes acceptance of the revisions. If you do not agree to the revisions, you may terminate this Agreement by emailing it.admin@withseer.ai. Any other changes must be in writing signed by both parties.

Governing Law and Jurisdiction

This Agreement is governed by the laws of the State of Utah, without reference to choice of law principles. You consent to exclusive jurisdiction in the federal and state courts located in Salt Lake County, Utah, and waive any defense pertaining to jurisdiction and venue. If any provision is held contrary to law, the remaining provisions continue in full force and effect.

Attorney Fees

In any action to enforce rights or conditions under this Agreement, the losing party shall pay the prevailing party's reasonable attorney fees and costs.

Entire Agreement

This Agreement constitutes the entire agreement between the parties relating to its subject matter, superseding all prior agreements, representations, and communications. It may be amended only by a written instrument signed by both parties.

Non-Waiver

No waiver of any provision constitutes a waiver of any other provision, whether or not similar, nor does any waiver constitute a continuing waiver. Failure to enforce any provision does not operate as a waiver.

Severability; Binding Effect

If any provision is invalid or unenforceable, the validity and enforceability of the remaining provisions are not impaired. This Agreement is binding on and inures to the benefit of the parties and their permitted heirs, personal representatives, successors, and assigns.