Last updated: 01/01/2025
These PSA terms apply to all written or electronic orders (each an “Order”) for Seenic platform subscription services executed on or after the date above (the “Last Updated Date”). By creating an account, accessing, or using the Services (defined below) under an existing agreement, or clicking to agree to this Platform Subscription Agreement, you confirm your acceptance of these terms (the “PSA”). If you are entering into this PSA on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this PSA. In that case, “you” or “your” refers to such entity.
1. Definitions and Interpretation
1.1 Definitions
Capitalized terms not defined herein have the meanings set out in our Terms of Use or any other agreement referenced in this PSA.
- “Additional Services” means any extra services or features (e.g., add-ons, beta features, AI features) offered by Seenic that are not covered under your base Platform Subscription.
- “Authorized User” means your employees, contractors, agents, or third parties who are authorized to access the Platform on your behalf.
- “Documentation” means user manuals, technical documentation, and other materials relating to the Services that Seenic makes available to you.
- “Order” means a written, electronic, or click-to-accept ordering document that references this PSA and details the purchased Platform Subscription, fees, and applicable terms.
- “Platform” or “Seenic Platform” means the cloud-based software and services provided by The View Pro Inc under this PSA, including any associated websites or applications.
- “Platform Subscription” means your purchased right, subject to this PSA and any relevant Order, to access and use the Services during the Subscription Period.
- “Platform Subscription Fees” means the recurring fees you pay to Seenic (or an authorized reseller) for the Platform Subscription and related usage.
- “Services” means the Seenic Platform Subscription Services and any Additional Services you may add under an Order.
- “Subscription Period” means the Initial Subscription Period plus any applicable Renewal Period(s), as defined in Section 2.3 below.
1.2 Interpretation
Headings are for convenience only and do not affect interpretation. References to “Sections” mean sections of this PSA. Any references to laws or regulations include amendments or replacements thereof.
2. Provision of Services
2.1 Subscription Commencement
Unless otherwise specified in an Order, your Platform Subscription begins on the earliest of:
(a) The date Seenic first enables your account with access to the Platform;
(b) The effective date specified in the Order; or
(c) The date of any subscription upgrade (collectively, the “Subscription Commencement Date”).
2.2 License Grant
Subject to payment of all applicable fees and continued compliance with this PSA, Seenic grants you a non-exclusive, non-transferable, revocable, limited right for Authorized Users to access and use the Platform during the Subscription Period for your internal business operations. Any additional restrictions, such as user counts or usage limits, will be set forth in the Order or Documentation.
2.3 Term and Automatic Renewal
(a) Initial Subscription Period: Your initial term (“Initial Subscription Period”) is specified in the Order (e.g., one month or one year).
(b) Renewal: After the Initial Subscription Period, the subscription automatically renews for successive periods equal in duration to the Initial Subscription Period (each a “Renewal Period”), unless terminated in accordance with Section 11 or unless you provide written notice of non-renewal at least thirty (30) days before the end of the then-current term.
(c) Cancellation: You may cancel your subscription any time by following the instructions in your Seenic account settings, but any such cancellation will only take effect at the end of the current Subscription Period.
2.4 Subscription Plans
Seenic may offer multiple subscription tiers, each with different features and usage limits. You may upgrade or downgrade your plan as permitted by Seenic. Any plan changes may adjust your fees and other terms, as reflected in an updated Order.
2.5 Additional Services
(a) Add-On Features: From time to time, Seenic may offer Additional Services (e.g., AI-based property descriptions, interactive floor plans, advanced analytics) that may require additional fees.
(b) Beta or Trial Usage: Seenic may provide certain features on a beta or trial basis at no charge. Such features are provided “as is” without warranties of any kind and may be suspended or terminated at any time.
2.6 Affiliates
Your Affiliates (entities controlling, controlled by, or under common control with you) may place Orders under this PSA, subject to compliance with these terms. You remain responsible for their use of the Services.
3. Your Use of the Services
3.1 Access and Credentials
Seenic will issue account credentials or provide a means for you to generate them. You are responsible for maintaining the security of these credentials. You must not sell, lease, or transfer credentials to any third party. You agree to notify Seenic immediately of any unauthorized access or misuse.
3.2 Usage Restrictions
You will not (and will ensure your Authorized Users do not):
- Use the Services in violation of applicable laws or regulations;
- Upload content that is harmful, infringing, harassing, defamatory, or otherwise objectionable;
- Attempt to reverse engineer or circumvent any part of the Platform;
- Use the Services to develop a competing product;
- Exceed any usage limitations set forth in the Order or Documentation.
3.3 Responsibility for Content
You are solely responsible for the content, data, and imagery you upload to Seenic (“Customer Data”), including the intellectual property rights therein. You represent and warrant that you have all necessary rights and consents to provide Customer Data to Seenic. Seenic reserves the right to remove or disable access to any Customer Data violating these terms or applicable law.
3.4 Third-Party Integrations
Seenic may integrate with third-party services or solutions. Your use of such third-party services is subject to their respective terms, and Seenic is not liable for any acts or omissions of those third-party providers.
4. Fees and Payment
4.1 Fees
You agree to pay all fees set forth in the Order (“Platform Subscription Fees”) and any applicable Additional Fees for extra services or usage. Unless otherwise stated, all fees are in U.S. dollars.
4.2 Invoicing and Payment
(a) Billing Cycle: The Platform Subscription Fees are typically charged at the start of each Subscription Period (annually, depending on your Order).
(b) Payment Method: You must provide Seenic (or an authorized reseller) with valid payment information. By providing this info, you authorize Seenic to charge your payment method.
(c) Late Payments: Unpaid amounts past due may incur interest at the lesser of 1.5% per month or the maximum rate permitted by law. Seenic may suspend or terminate Services for non-payment, subject to Section 11.
4.3 Price Increases
Seenic reserves the right to adjust its fees at the start of any Renewal Period by providing at least thirty (30) days’ notice. If you do not agree with the new fees, you may choose not to renew.
4.4 Taxes
Fees do not include taxes (e.g., sales, VAT, GST). You are responsible for all such taxes, except those on Seenic’s net income. If Seenic has a legal obligation to pay or collect taxes for which you are responsible, the appropriate amount will be invoiced to and paid by you.
5. Service Levels and Support
5.1 Service Availability
Seenic will use commercially reasonable efforts to maintain uptime of the Platform, exclusive of scheduled maintenance or circumstances beyond our reasonable control.
5.2 Support
During your Subscription Period, Seenic provides standard support via email or a web-based ticketing system for technical issues. Certain higher-tier Subscription Plans may include additional support benefits, as set forth in the Documentation or Order.
6. Intellectual Property
6.1 Ownership
(a) Seenic: All rights, title, and interest (including all intellectual property rights) in and to the Platform, associated software, and Documentation belong exclusively to The View Pro Inc or its licensors.
(b) Customer: You own all rights, title, and interest in your Customer Data.
6.2 Customer Data License
You grant Seenic a worldwide, non-exclusive, royalty-free license to process, store, display, and otherwise use your Customer Data as necessary to provide the Services or as otherwise set forth in our Privacy Policy. For any AI-based features or Additional Services, we may also process your Customer Data in accordance with the terms governing those services.
6.3 Feedback
If you provide feedback, suggestions, or ideas about the Platform (“Feedback”), Seenic may use such Feedback without obligation or restriction. You acknowledge that any Feedback is provided voluntarily.
7. Privacy and Data Security
7.1 Privacy Policy
Your use of the Services is also subject to our Privacy Policy, which describes how we collect, use, and protect personal information.
7.2 Data Processing
If Seenic processes personal data on your behalf under this PSA and applicable privacy regulations (e.g., GDPR), such processing is governed by our Data Processing Agreement (if available) or other relevant data protection schedules.
7.3 Security
Seenic maintains industry-standard technical and organizational measures to secure the Services and Customer Data. However, no method of transmission or storage is entirely secure. You agree that you are responsible for ensuring appropriate security measures on your end (e.g., protecting account credentials).
8. Confidentiality
8.1 Definition
“Confidential Information” includes all non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is designated as confidential or should reasonably be understood as confidential by its nature. Confidential Information does not include information that (a) is or becomes public through no fault of the Receiving Party, (b) was already lawfully known by the Receiving Party, (c) is independently developed by the Receiving Party, or (d) is lawfully obtained by the Receiving Party from a third party.
8.2 Obligations
The Receiving Party will use the same degree of care to protect the Disclosing Party’s Confidential Information as it uses to protect its own confidential information, but not less than reasonable care. The Receiving Party will only use the Disclosing Party’s Confidential Information as necessary to perform its obligations or exercise its rights under this PSA.
8.3 Compelled Disclosure
The Receiving Party may disclose Confidential Information if required by law or court order, provided it notifies the Disclosing Party (where legally permissible) in a timely manner to allow the Disclosing Party to seek a protective order.
9. Warranties and Disclaimers
9.1 Seenic Warranties
Seenic warrants that it will provide the Services using commercially reasonable care in accordance with generally accepted industry standards.
9.2 Customer Warranties
You represent and warrant that you have all necessary rights and consents to upload and process your Customer Data through the Services, and that your use of the Services will not violate any laws or infringe third-party rights.
9.3 Disclaimer
Except for the express warranties in this PSA, to the maximum extent permitted by law, Seenic disclaims all other warranties, express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, non-infringement, and that the Services will be uninterrupted or error-free.
10. Limitation of Liability
10.1 Exclusion of Certain Damages
To the fullest extent allowed by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenues, business opportunities, or data, even if advised of the possibility of such damages.
10.2 Liability Cap
Except for your payment obligations, each party’s total cumulative liability under this PSA for all causes of action in the aggregate is limited to the total amount of fees paid or payable by you to Seenic under the Order in the twelve (12) months preceding the date the claim arose.
10.3 Exclusions
Nothing in this PSA excludes or limits liability for death or personal injury caused by negligence, fraud, willful misconduct, or any liability that cannot be excluded or limited by law.
11. Suspension and Termination
11.1 Suspension
Seenic may suspend your or any Authorized User’s access to the Services immediately upon notice if you fail to pay any undisputed amounts or if your use of the Services violates applicable law or the terms of this PSA. Such suspension will continue only as long as reasonably necessary.
11.2 Termination by You
You may terminate the Platform Subscription by giving written notice of non-renewal at least thirty (30) days before the end of the current Subscription Period.
11.3 Termination for Cause
Either party may terminate this PSA for a material breach if the other party fails to cure the breach within thirty (30) days of receiving written notice describing the breach. If the breach is incapable of being cured, termination is effective immediately.
11.4 Effect of Termination
Upon any termination:
- Your rights to access the Platform immediately cease.
- You must pay all unpaid fees for the remainder of the Subscription Period unless otherwise stated in an Order.
- Upon request, Seenic will delete or anonymize your data in accordance with our Privacy Policy (subject to any legal retention requirements).
12. Reseller Orders (If Applicable)
If you purchase the Services through an authorized reseller:
- The terms of this PSA still apply.
- Payment and order details may be governed by your agreement with the reseller.
- Seenic is not responsible for any act or omission of such reseller.
13. Publicity
Unless you notify Seenic otherwise in writing, Seenic may include your name and logo in its general customer list and marketing materials to indicate that you are a customer of Seenic.
14. Force Majeure
Neither party is liable for delays or failures to perform under this PSA due to events beyond its reasonable control, such as natural disasters, strikes, war, terrorism, civil unrest, supply shortages, or governmental actions.
15. General Provisions
15.1 Entire Agreement
This PSA, together with the Terms of Use, Privacy Policy, any DPA, and the Order(s), constitutes the entire agreement between the parties regarding the Services and supersedes all prior or contemporaneous agreements.
15.2 Assignment
Neither party may assign or transfer this PSA without the prior written consent of the other, except that Seenic may assign this PSA in connection with a merger, reorganization, or sale of all or substantially all its assets.
15.3 Governing Law and Dispute Resolution
This PSA is governed by the laws of the State of [Texas/U.S. state of your choice], without reference to its conflict-of-law principles. Any disputes arising from this PSA are subject to the exclusive jurisdiction of the state or federal courts located in [Travis County, Texas], and each party consents to personal jurisdiction in those courts.
15.4 Notices
Any legal notices must be sent to:
The View Pro Inc (Seenic)
Attn: Legal
111 Congress Ave, Suite 500
Austin, TX 78701
Email: legal@seenic.io
Notices to you may be sent to the address or email you provided in your account. Notices are deemed given upon personal delivery, one (1) business day after deposit with a reputable express courier, or two (2) business days after mailing, or upon confirmed electronic transmission.
15.5 Relationship
The parties are independent contractors. No agency, partnership, or joint venture is created by this PSA.
15.6 Waiver and Severability
Failure to exercise a right under this PSA is not a waiver. If any provision is held invalid or unenforceable, it is deemed modified to the minimum extent necessary to make it valid, and the rest of the PSA remains in effect.
15.7 Survival
Sections regarding payment obligations, confidentiality, intellectual property, disclaimers, limitations of liability, and any others by their nature meant to survive will remain in effect following the termination or expiration of this PSA.
You acknowledge that you have read, understood, and agree to be bound by the terms of this PSA. If you have any questions about this PSA or the Services, please contact us at legal@seenic.io.