PLEASE READ THIS AGREEMENT BEFORE USING SEED. BY ACCESSING OR USING THE SERVICE (AS DEFINED BELOW), YOU (“you” or the “Customer”) SIGNIFY ACCEPTANCE OF AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE SERVICE. IF THE PARTIES HAVE A FULLY EXECUTED AGREEMENT THAT EXPRESSLY GOVERNS ORDERS FOR THE SEED SERVICE OFFERING, SUCH AGREEMENT SHALL SUPERSEDE THIS AGREEMENT.

This Software as a Service Agreement (the “Agreement”) governs Customer’s relationship with Anomaly Innovations (“AI”) relating to the Service offered by AI through the Seed website located at https://seed.run and the Seed application(s) (together the “Platform”) owned and operated by AI.

Please read this Agreement carefully and be sure that you fully understand the terms and conditions contained herein. This Agreement constitutes a binding legal agreement between you and AI.

Your use of the Service constitutes your agreement to all such terms, conditions, and notices in effect at such time. You hereby represent and warrant that (i) you are lawfully able to enter into and perform a legally binding contract, (ii) if you are entering into this Agreement on behalf of your employer you are authorized to do so, and (iii) you agree to be bound by this Agreement. Please print a copy of this Agreement and retain it for your or your employer’s records.

You should also read the Seed Privacy Policy, which is incorporated by reference into this Agreement and available on the Seed Platform. If you do not accept and agree to be bound by all of the terms of this Agreement, including the Seed Privacy Policy, do not access or use the Service.

AI may update or revise this Agreement (including the Seed Privacy Policy and the Fee Schedule) from time to time. You agree that you will review this Agreement periodically. You are free to decide whether or not to accept a modified version of this Agreement, but accepting this Agreement, as modified, is required for you to continue using the Service. You may have to click “accept” or “agree” to show your acceptance of any modified version of this Agreement. If you do not agree to the terms of this Agreement or any modified version of this Agreement, your sole recourse is to terminate your use of the Service, in which case you will no longer have access to your Account (as defined below). Except as otherwise expressly stated by AI, any use of the Service is subject to the version of this Agreement in effect at the time of use.

The parties hereby agree to the following terms:

  1. DEFINITIONS

    Aggregated Data” means the aggregated, anonymized and de-identified Customer Data.

    Service” means the service provided by AI the details of which are set forth in Section 2 hereof.

    Customer Data” means all information and data that the Customer uploads to or collects or transmits via the Service, including metadata.

    Documentation” means the user guides, online help, release notes, training materials and other documentation provided or made available by AI to the Customer regarding the use or operation of the Services.

    Fee Schedule” means the schedule on the Platform that outlines the fees for the Service, including the Subscription Fee for each Subscription Plan.

    Software” means the object code version of any software to which Customer is provided access as part of the Service, including any updates or new versions.

    Subscription Fee” means the amount charged by AI to the Customer for a Subscription Plan.

    Subscription Plan” means a fixed term plan for use of the Service.

  2. THE SERVICE

    2.1 The Seed Service is a fully-configured cloud-based continuous integration and continuous delivery pipeline for building, testing and deploying serverless applications on Amazon Web Services (“AWS”).

    2.2 AI may make modifications to any aspect of the Service from time to time, to add or remove features and functionalities.

  3. USE OF THE SERVICE

    3.1 In order to use the Service, the Customer must register for an account on the Platform (“Seed Account” or “Account”) and subscribe to the Service (a “Subscription”). As part of the registration process, the Customer will be required to provide AI with certain information (such as identification or contact details). The Customer agrees that any registration information provided to AI will always be accurate, correct and up to date.

    3.2 In order to use the Service, Customers must connect their Account to a Git provider and provide AI with AWS Identity and Access Management (“IAM”) credentials, including an AWS IAM access key and AWS IAM secret key.

    3.3 Subject to the Customer’s timely payment of all applicable Subscription Fees, the Customer will, during the term of this Agreement, receive a nonexclusive, non-transferable, worldwide right to access and use the Service subject to the terms and conditions of this Agreement.

    3.4 The Customer acknowledges that this Agreement is a services agreement and that AI will not deliver copies of the Software to the Customer as part of the Service.

    3.5 AI or its licensors retain all right, title and interest, including intellectual property rights, in and to the Software, the Service, Documentation and other deliverables provided under this Agreement, including all modifications, improvements, upgrades, derivative works and feedback related thereto. The Customer agrees to assign all right, title and interest it may have in the foregoing to AI.

    3.6 Customer agrees that it will only access and use the Service by the means described in the Documentation. Customer agrees that it will not attempt to circumvent any limitations on its use of the Service without AI’s express consent.

    3.7 Customer hereby acknowledges and agrees that AI may monitor and record the Customer’s use of the Service to ensure that the Customer complies with the terms and conditions of this Agreement.

  4. RESTRICTIONS

    The Customer shall not, and shall not permit anyone to: (i) copy or republish the Service or Software, (ii) make the Service available to any person other than Customer’s registered users, (iii) use or access the Service to provide service bureau, time-sharing or other computer hosting services to third parties, (iv) modify or create derivative works based upon the Service or Documentation, (v) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the Software used to provide the Service or in the Documentation, (vi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide the Service, except and only to the extent such activity is expressly permitted by applicable law, or (vii) access the Service or use the Documentation in order to build a similar product or competitive product.

  5. CUSTOMER RESPONSIBILITIES

    5.1 Compliance with Laws. The Customer shall comply with all applicable local, state, national and foreign laws in connection with its use of the Service, including those laws related to spam, data privacy, international communications, and the transmission of technical or personal data. The Customer acknowledges that AI exercises no control over the content of the information transmitted by the Customer through the Service. The Customer shall not upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.

    5.2 Unauthorized Use; False Information. The Customer shall: (a) notify AI immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (b) report to AI immediately and use reasonable efforts to stop any unauthorized use of the Service that is known or suspected by the Customer, and (c) not provide false identity information to gain access to or use the Service.

    5.3 Insurance. The Customer is responsible for obtaining and maintaining levels of and types of insurance coverage that are appropriate for its business operations.

  6. CUSTOMER DATA

    6.1 Customer Responsibility. The Customer is solely responsible for all Customer Data stored on the Service, and for ensuring that the Customer Data does not (i) include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, or (ii) contain anything that is obscene, defamatory, harassing, offensive or malicious. The Customer is solely responsible for the accuracy, timeliness, completeness and usefulness of Customer Data.

    6.2 Ownership. The Customer retains ownership of its Customer Data, including all intellectual property rights therein and relating thereto.

    6.3 License from Customer. The Customer grants AI a non-exclusive license to use, copy, store, configure, display, edit, modify, reproduce, distribute and transmit Customer Data for the sole purpose of providing the Service to the Customer.

    6.4 Aggregated Data. The Customer grants AI a non-exclusive, transferable, assignable, irrevocable, royalty-free, worldwide, perpetual license to create Aggregated Data and to use such Aggregated Data, and all modifications thereto and derivatives thereof , for any purpose, including, without limitation, to improve the Service, develop new products and services and understand usage. AI shall own all Aggregated Data and may transfer or assign any of its rights in the Aggregated Data to any third party.

    6.5 Transfer Abroad. AI may transfer Customer Data outside of Customer’s jurisdiction of residence for processing and storage.

    6.6 Security. AI will have in place and maintain appropriate technical and organizational measures to protect Customer Data against unauthorized access, or accidental loss, destruction or damage.

    6.7 Termination. In the event that this Agreement is terminated or if the Customer removes any Customer Data from the Customer’s Account, AI may retain Aggregated Data and may continue to use the Aggregated Data pursuant to the licenses granted above.

  7. BILLING AND PAYMENT

    7.1 Free Trial. AI may offer the Customer a free trial Subscription. Free trials are for new Customers only. The free trial period lasts until the Customer exceeds a prescribed limit on the number of deployments per month (“Trial Period”), or as otherwise specified to the Customer. At end of the Trial Period, the free trial Subscription will come to an end and the Customer must purchase a Subscription Plan to continue to use the Service.

    7.2 Subscription Plans. AI offers Customers various subscription plans for the use of the Service (each a “Subscription Plan”). A description of each Subscription Plan is set out in the Fee Schedule, which can be found on the Seed website at https://seed.run#pricing (the “Fee Schedule”). AI may also offer certain enterprise Customers custom-made Subscription Plans.

    7.3 Subscription Fees. The monthly subscription fee (the “Subscription Fee”) for each Subscription Plan is set out in the Fee Schedule.

    7.4 Billing and Payment. When the Customer purchases a Subscription, the Customer authorizes AI to charge the Customer the Subscription Fee for the corresponding Subscription Plan to the Customer’s designated payment method. The Subscription Fee will be charged in arrears to the Customer on a monthly recurring basis on the last day of each month or as otherwise specified by AI (the “Renewal Date”). The Customer will be charged a prorated amount of the Subscription Fee for the first month of a Subscription Plan where applicable.

    7.5 Taxes. AI shall bill the Customer for applicable taxes as a separate line item on each invoice. The Customers shall be responsible for payment of all sales and use taxes, value added taxes (VAT), or similar charges relating to the use of the Service.

    7.6 Renewal. Each Subscription will automatically renew and continue month-to-month unless and until the Customer cancels the Subscription. The Customer must cancel the Subscription before the Renewal Date to avoid being billed for the renewal.

    7.7 Cancellation. Upon cancellation of the Subscription, the Customer will continue to have access to the Service through the end of the monthly billing period.

    7.8 No Refunds. All Fee payments are non-refundable and there are no refunds or credits for partially used periods.

    7.9 Price and Plan Changes. AI reserves the right to adjust the Subscription Plans, the Fee Schedule and the pricing of any Service in any manner and at any time in its sole discretion. Any price changes to existing Subscriptions will take effect following email notice to the Customer.

  8. TERM AND TERMINATION

    8.1 Term of Agreement. The term of this Agreement shall begin when the Customer registers for a Seed Account and shall continue until the Agreement is terminated by either party as outlined in this Section.

    8.2 Termination. AI may terminate this Agreement at any time without notice for any reason, with or without cause, in its sole discretion. The Customer may terminate this Agreement at any time by following the instructions in the Customer’s Seed Account. This Agreement will automatically terminate when the Customer cancels the Customer’s Account.

    8.3 Suspension of Service. AI reserves the right to suspend the Service for non-payment of the Subscription Fees or for any other reason, with or without cause, in its sole discretion. Suspension of the Service shall not release the Customer of its payment obligations under this Agreement.

    8.4 Effect of Termination. Upon termination of this Agreement, AI shall immediately cease providing the Service and all usage rights granted under this Agreement shall terminate. After any suspension or termination, the Customer may or may not be granted permission to use the Service or to reactivate the Customer’s Account or Subscription. The Customer understands that the termination of this Agreement may involve the deletion of Customer Data stored in the Customer’s Account. AI shall not be liable to the Customer or to any third party for any liabilities, claims or expenses arising from or relating to any termination or suspension.

    8.5 No Refund of Fees. In the event of termination or suspension of the Service, the Customer shall not be entitled to any refund or partial refund of any Subscription Fees paid to AI, including any prepayments.

  9. WARRANTIES

    9.1 Warranty. AI represents and warrants that it will provide the Service in a professional manner consistent with general industry standards. Customer’s exclusive remedy for a breach of this warranty shall be as provided in Section 8, Term and Termination.

    9.2 Warranty Disclaimer. TO THE EXTENT PERMITTED BY APPLICABLE LAW AND Except as expressly provided herein, the service IS provided to CUSTOMER on an “AS IS” basis without any warranty whatsoever AND ai EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES, AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION, WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, OR ANY WARRANTY ARISING FROM A COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. CUSTOMER’S sole and exclusive remedy, and AI’S sole obligation to CUSTOMER or any third party for any claim arising out of CUSTOMER’S use of the service, is that CUSTOMER IS free to discontinue ITS use of the service at any time.

  10. LIMITATIONS OF LIABILITY

    10.1 Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT FOR INDEMNIFICATION CLAIMS UNDER SECTION 11, THE MAXIMUM AGGREGATE LIABILITY OF AI TO THE CUSTOMER ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO AI DURING THE 12 MONTHS PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM.

    10.2 Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    10.3 Connectivity. AI SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS, TELECOMMUNICATIONS NETWORKS OR OTHER SYSTEMS OR NETWORKS OUTSIDE THE REASONABLE CONTROL OF AI.

  11. INDEMNIFICATION

    11.1 Indemnification by AI. If a third party makes a claim against the Customer that the Service infringes any patent, copyright or trademark, or misappropriates any trade secret, or that AI’s negligence or willful misconduct has caused bodily injury or death, AI shall defend the Customer and its directors, officers and employees against the claim at AI’s expense and AI shall pay all losses, damages and expenses (including reasonable legal fees) finally awarded against such parties or agreed to in a written settlement agreement signed by AI, to the extent arising from the claim. AI shall have no liability for any claim based on (a) Customer Data, (b) modification of the Service not authorized by AI, or (c) use of the Service other than in accordance with the Documentation and this Agreement. AI may, at its sole option and expense, procure for the Customer the right to continue use of the Service, modify the Service in a manner that does not materially impair the functionality, or as its sole obligation and liability, terminate the Service and repay to Customer any Subscription Fees paid by Customer with respect to the Service for any period following the termination date.

    11.2 Indemnification by Customer. If a third party makes a claim against AI that the Customer Data infringes any patent, copyright or trademark, or misappropriates any trade secret, the Customer shall defend AI and its directors, officers and employees against the claim at the Customer’s expense and the Customer shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by the Customer, to the extent arising from the claim.

    11.3 Conditions for Indemnification. A party seeking indemnification under this section shall (a) promptly notify the other party of the claim, (b) give the other party sole control of the defense and settlement of the claim, and (c) provide, at the other party’s expense for out-of-pocket expenses, the assistance, information and authority reasonably requested by the other party in the defense and settlement of the claim.

  12. GENERAL PROVISIONS

    12.1 Non-Exclusive Service. The Customer acknowledges that the Service is provided on a non-exclusive basis. Nothing shall be deemed to prevent or restrict AI’s ability to provide the Service or other technology, including any features or functionality first developed for Customer, to other parties.

    12.2 Assignment. Neither party may assign this Agreement or any right under this Agreement, without the consent of the other party, which consent shall not be unreasonably withheld or delayed; provided however, that either party may assign this Agreement to an acquirer of all or substantially all of the business of such party to which this Agreement relates, whether by merger, asset sale or otherwise. This Agreement shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns.

    12.3 Subcontractors. AI may employ subcontractors in performing its duties under this Agreement, provided, however, that AI shall not be relieved of any obligation under this Agreement.

    12.4 Notices. Except as otherwise permitted in this Agreement, notices under this Agreement shall be made in writing to the other party.

    12.5 Force Majeure. Each party will be excused from performance for any period during which, and to the extent that, such party or any subcontractor is prevented from performing any obligation or Service, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, acts of God, strikes, lockouts, riots, acts of terrorism or war, epidemics, communication line failures, and power failures.

    12.6 Waiver. No waiver shall be effective unless it is in writing and signed by the waiving party. The waiver by either party of any breach of this Agreement shall not constitute a waiver of any other or subsequent breach.

    12.7 Severability. If any term of this Agreement is held to be invalid or unenforceable, that term shall be reformed to achieve as nearly as possible the same effect as the original term, and the remainder of this Agreement shall remain in full force.

    12.8 Entire Agreement. This Agreement (including all Schedules and exhibits) contains the entire agreement of the parties and supersedes all previous oral and written communications by the parties, concerning the subject matter of this Agreement. This Agreement may be amended solely in a writing signed by both parties. Standard or printed terms contained in any purchase order or sales confirmation are deemed rejected and shall be void unless specifically accepted in writing by the party against whom their enforcement is sought; mere commencement of Services or payment against such forms shall not be deemed acceptance of the terms.

    12.9 Survival. Sections 4, 6, 8, and 9 through 12 of this Agreement shall survive the expiration or termination of this Agreement for any reason.

    12.10 Publicity. AI may include the Customer’s name and logo in its customer lists and on its website.

    12.11 Independent Contractor. The parties have the status of independent contractors, and nothing in this Agreement nor the conduct of the parties will be deemed to place the parties in any other relationship. Except as provided in this Agreement, neither party shall be responsible for the acts or omissions of the other party or the other party’s personnel.

    12.12 Governing Law. This Agreement shall be governed by the laws of the State of Delaware and the federal laws applicable therein.

    12.13 Compliance with Laws. AI shall comply with all applicable local, state, national and foreign laws in connection with its delivery of the Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data.

    12.14 Dispute Resolution. Customer’s satisfaction is an important objective to AI in performing its obligations under this Agreement. Except with respect to intellectual property rights, if a dispute arises between the parties relating to the interpretation or performance of this Agreement or the grounds for the termination hereof, the parties agree to hold a meeting within fifteen (15) days of written request by either party, attended by individuals with decision-making authority, regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute prior to pursuing other available remedies. If, within 15 days after such meeting, the parties have not succeeded in resolving the dispute, either party may protect its interests by any lawful means available to it.