SeekOut Trial Terms of Service

These SeekOut Trial Terms of Service (these “Trial Terms“) are between SeekOut, a service of ZipStorm, Inc., a Delaware corporation with offices at 1100 112th Ave NE, Suite 150, Bellevue, WA 98004 (“SeekOut“, “we“, “our“, or “us“) and the individual or entity using the SeekOut trial services (“Customer“, “you“, or “your“).

1. TRIAL PERIOD

SeekOut may offer you a free trial of the SeekOut Services for a period of seven (7) days (the “Trial Period“). The Trial Period begins on the date you first access the SeekOut Services and ends seven (7) days thereafter, unless terminated earlier in accordance with these Trial Terms. SeekOut may, in its sole discretion, extend the Trial Period.

2. ELIGIBILITY

You may not access the SeekOut Services if (i) you have previously been suspended or removed from using the SeekOut Services; (ii) you have previously used or are currently using a paid subscription to the SeekOut Services; (iii) the laws of the country in which you reside prohibit use of the SeekOut Services; or (iv) your use of the SeekOut Services breaches any other agreement to which you are a party. Our competitors are prohibited from accessing or using the SeekOut Services without first obtaining our prior written consent.

3. ACCOUNT

You will need to register for an account to use the SeekOut Services during the Trial Period. You must: (i) provide any information required via the SeekOut Services; (ii) ensure that such information is accurate; (iii) keep such information up to date; (iv) protect your account from unauthorized access or use; and (v) promptly notify us if you discover or suspect any unauthorized access or use of your account.

4. SERVICE GRANT

Subject to the terms of these Trial Terms, SeekOut grants you during the Trial Period a limited, non-exclusive, non-assignable, non-transferable right to access and use the SeekOut Services solely for the purpose of evaluating the SeekOut Services for your internal business purposes and in accordance with the SeekOut Use Policy. The SeekOut Services, including the text, graphics, images, photographs, videos, illustrations, trademarks, trade names, service marks, logos, slogans, and other content contained therein, are owned by us and our licensors. We and our licensors reserve all rights, title, and interest in and to the SeekOut Services.

5. MODIFICATIONS

We reserve the right, in our sole discretion, to modify the SeekOut Services (or any features or functionality of the SeekOut Services) at any time without notice and without obligation or liability to you.

6. TRIAL TERMINATION

Either Party may terminate the Trial Period at any time and for any reason. Upon termination or expiration of the Trial Period: (i) your right to access and use the SeekOut Services will immediately cease; and (ii) SeekOut may delete any Customer Data associated with your trial account. SeekOut will have no obligation to retain, return, or provide any Customer Data after termination or expiration of the Trial Period.

7. CONFIDENTIALITY

“Confidential Information” means all non-public information disclosed by either Party to the other Party in connection with these Trial Terms that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each Party agrees to: (i) use the other Party’s Confidential Information solely for the purposes of these Trial Terms; and (ii) not disclose the other Party’s Confidential Information to any third party except as permitted herein. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving Party, was known to the receiving Party prior to disclosure, or is independently developed without use of the disclosing Party’s Confidential Information.

8. CUSTOMER DATA

As between the Parties, you retain all right, title, and interest in and to Customer Data. You grant SeekOut a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display Customer Data solely to the extent necessary to provide the SeekOut Services during the Trial Period. To the extent that SeekOut processes any personal information contained in Customer Data on your behalf, SeekOut will act as a service provider as defined by the California Consumer Privacy Act (“CCPA“) and will not sell, retain, use, or disclose such personal information for any purpose other than providing the SeekOut Services.

9. INTELLECTUAL PROPERTY RIGHTS

As between the Parties, SeekOut retains all right, title, and interest in and to the SeekOut Services, including all intellectual property rights therein. Nothing in these Trial Terms transfers or assigns any intellectual property rights from one Party to the other. Any feedback, suggestions, or recommendations you provide regarding the SeekOut Services may be used by SeekOut without restriction or obligation.

10. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless SeekOut and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (i) your use of the SeekOut Services; (ii) your breach of these Trial Terms; (iii) your violation of any applicable law or regulation; or (iv) any Customer Data you provide through the SeekOut Services.

11. WARRANTIES

You represent and warrant that: (i) you have the legal authority to enter into these Trial Terms; (ii) you will use the SeekOut Services in compliance with all applicable laws and regulations; and (iii) you will comply with the SeekOut Use Policy at all times.

12. DISCLAIMER

THE SEEKOUT SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SEEKOUT DOES NOT WARRANT THAT THE SEEKOUT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED. SEEKOUT MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF THE SEEKOUT SERVICES OR ANY DATA OR INFORMATION OBTAINED THROUGH THE SEEKOUT SERVICES.

13. LIMITATION OF LIABILITY

IN NO EVENT WILL SEEKOUT’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TRIAL TERMS EXCEED ONE HUNDRED DOLLARS ($100). IN NO EVENT WILL SEEKOUT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, REGARDLESS OF WHETHER SEEKOUT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14. DISPUTE RESOLUTION

14.1 Arbitration. Any dispute, claim, or controversy arising out of or relating to these Trial Terms will be resolved by binding arbitration administered by JAMS in King County, Washington, in accordance with the JAMS Streamlined Arbitration Rules and Procedures then in effect. The arbitrator’s decision will be final and binding. Judgment on the award may be entered in any court having jurisdiction.

14.2 Opt-Out. You may opt out of this arbitration provision by sending written notice to SeekOut within thirty (30) days of first accepting these Trial Terms. The opt-out notice must be sent to SeekOut at 1100 112th Ave NE, Suite 150, Bellevue, WA 98004, and must include your name, address, and a clear statement that you wish to opt out of the arbitration provision.

14.3 Class Action Waiver. You agree that any arbitration or court proceeding will be conducted on an individual basis and not as a class action, collective action, or representative action.

15. GOVERNING LAW

These Trial Terms will be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of laws principles. To the extent that any lawsuit or court proceeding is permitted hereunder, the Parties agree to submit to the exclusive jurisdiction of the state and federal courts located in King County, Washington.