These Terms of Service (“Terms”) govern your access to and use of Seeker’s websites (seeker.io and myexplore.app), API, widgets and related services (“SEEKER” or the “Service”). These Terms also apply to any professional services (“Professional Services”) provided by us. Please read these Terms carefully, and contact us if you have any questions. By accessing SEEKER, you agree to be bound by these Terms, our Privacy Policy and our Acceptable Use Policy. SEEKER is owned and operated by Seeker Worldwide, Inc. d/b/a Seeker (“Company” or “We/Us”).
These Terms are a binding agreement between you and us. If you do not agree to these Terms or otherwise comply or meet with its provisions, then you may not use SEEKER. By using SEEKER, you indicate that you agree to and accept these Terms and are agreeing to use SEEKER at your own risk.
1. The Service
1.1 Definition
SEEKER is a social networking site and trip planning platform to search, discover and share travel recommendations such as hotels, restaurants, attractions, tours and other points of interest. SEEKER may be used for personal or business purposes according to the following Terms.
We will provide the Service pursuant to this Agreement and our then-standard policies and procedures. Certain features of SEEKER are available for free while others require a monthly or annual subscription fee with limits as defined in your invoice (“Subscription Plan”).
1.2 User Accounts
In order to use certain features of SEEKER, you must register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on SEEKER. We may suspend or terminate your Account in accordance with Section 4. Any use or access by anyone under the age of 13 is prohibited.
You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify us of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
2. Your Content
2.1 Posting Content
SEEKER allows you to post content, including photos, comments, links and other materials and create content such as listicles, maps and guides. Anything you post or otherwise make available on SEEKER is referred to as “User Content”. You retain all copyrights, ownership and are solely responsible for the User Content you post to SEEKER. SEEKER does not control any Account and does not have any obligations to monitor any User Content for any purpose. You may not upload any threatening, defamatory, abusive, obscene, pornographic, inappropriate or profane material or any other material that could give rise to any civil or criminal liability under applicable law. You must abide by our Acceptable Use Policy.
2.2 How We and Other Users Can Use Your Content
SEEKER is a social networking site designed for sharing travel inspiration. As such, you grant SEEKER and our users a nonexclusive, royalty-free right to copy, display, distribute, download, transmit and otherwise use your User Content on SEEKER. Nothing in these Terms shall restrict other legal rights that SEEKER may have to User Content, for example under other licenses. We reserve the right to remove or modify User Content, or change the way it is used in the Service, for any reason, including User Content that we believe violates these Terms or any other policies.
2.3 How Long We Keep Your Content
Following termination or deactivation of your account, or if you remove any User Content from SEEKER, we may retain your User Content for a reasonable period of time for backup, archive or audit purposes. Furthermore, SEEKER and our users may retain and continue to use, store, display, reproduce, save, modify, create derivative works, perform and distribute any of your User Content that other users have stored or shared on SEEKER.
3. The Fees
If you are on a paid plan, you are required to pay annually or on such other periodic basis as is defined in your Subscription Plan. In the event that you terminate this Agreement, no refunds will be provided. All service fees are paid in advance of service and all payments in U.S. dollars.
If you exceed bandwidth commitment, or other pre-paid service allotment defined in your Subscription Plan, we may issue a one-time invoice for such undisputed overage, with payment due by check or credit card in thirty (30) days.
4. Termination
You may terminate your Account at any time. However, if your Subscription Plan designates an annual or other commitment period (a “Commitment Period”), termination will not become effective until the end of such Commitment Period or all discounts provided will be due in full plus a cancellation fee equal to 50% of the remaining subscription fees through the Commitment Period. No refunds will be provided in the case of early termination by you. To terminate the agreement, please email support@seeker.io.
We may terminate your Account for convenience as of the end of your Commitment Period, or at any time in the absence of a Commitment Period. We will provide thirty (30) days’ advance written notice of any termination for convenience. Upon such termination, we will refund any amounts paid pursuant to a Prepayment Plan for Service not yet provided. We reserve the right to terminate your Account or your access to SEEKER, at our sole discretion, in the case of breach of these Terms. In the event of Termination, you will be given the option to utilize SEEKER’s export services to obtain your User Content on SEEKER, providing all outstanding balance is paid in full. Export services are available through Professional Services for an additional fee.
5. Privacy, Ownership and Usage
5.1 Privacy Policy and Acceptable Use Policy
You represent that you have read our privacy policy (“Privacy Policy”) and acceptable use policy (“Acceptable Use Policy”), currently posted at https://seeker.io/privacypolicy/ and https://seeker.io/aup/. They are hereby incorporated into this Agreement, and both parties will adhere to each.
5.2 Publicity
You acknowledge that we may, at times, use your name and/or logo on our website, customer lists or for other promotional purposes. You may opt out of this by emailing support@seeker.io.
5.3 Ownership and Usage Restrictions
We exclusively own all rights, title, and interest to SEEKER, excluding User Content which is owned in accordance with Section 2. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit SEEKER, whether in whole or in part, or any User Content; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of SEEKER; (c) you shall not access SEEKER in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of SEEKER may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of SEEKER shall be subject to these Terms. All copyright and other proprietary notices on SEEKER (or on any content displayed on SEEKER) must be retained on all copies thereof.
6. Maintenance & Security
6.1 We may interrupt the Service to perform maintenance on SEEKER equipment or software, or to address and/or mitigate the effects of security breaches, virus attacks, denial of service attacks, and other intentional interferences by third parties. We will exercise reasonable efforts to inform you before interrupting Service and to repair the Service promptly.
6.2 You will promptly report any Service failure to us by emailing support@seeker.io. We are not responsible for providing physical access to or copies of software, data, or User Content stored on our equipment under any circumstances and are not required to provide network access (i) after any termination or suspension of the Service or (ii) in the event of hardware failure, abuse by hackers or other third parties, improper administration by you, or other interruption of network access.
6.3 We will provide regular software updates related to new features, improvements to the Service and to maintain the technology. Software updates will be automatically made available within your Account.
7. Warranties, Disclaimers, and Limitations of Liability
SEEKER IS PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OR GUARANTIES OF ANY KIND, EXPRESS OR IMPLIED. SEEKER AND ITS AFFILIATES, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE AND FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. SEEKER AND ITS AFFILIATES MAKE NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE SEEKER SITE.
WITHOUT LIMITATION ON THE FOREGOING, SEEKER AND THIRD PARTY SERVICES PROVIDER AND DISTRIBUTORS DO NOT WARRANT THAT THE SERVICE WILL OPERATE WITHOUT ERROR OR THAT THE SERVICE AND SERVERS OR ANY EMAIL SENT FROM SEEKER.IO ARE FREE OF COMPUTER VIRUSES, BUGS, WORMS OR ANY OTHER HARMFUL COMPONENTS. IN NO WAY IS SEEKER RESPONSIBLE FOR COSTS OR DAMAGES OF ANY KIND INCLUDING TO DATA OR HARDWARE EQUIPMENT, ARISING FROM YOUR USE OF THE SERVICE. SEEKER IS IN NO WAY RESPONSIBLE FOR AND MAKES NO REPRESENTATIONS OR GUARANTEES REGARDING ANY CONTENT POSTED BY USERS, OR OF ANY OTHER COMMUNICATIONS BY USERS, INCLUDING, WITHOUT LIMITATION, THE COMPLETENESS, RELIABILITY, TRUTHFULNESS, ACCURACY OR TIMELINESS OF SUCH CONTENT OR COMMUNICATIONS. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC RIGHTS WHICH VARY FROM STATE TO STATE.
SEEKER AND ITS AFFILIATES ASSUME NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT YOUR OR ANY OTHER COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE SERVICE OR YOUR UPLOADING OR DOWNLOADING OF ANY DATA, TEXT, IMAGES, VIDEO, AUDIO OR OTHER MATERIALS, FROM THE SEEKER SITE.
IN NO EVENT SHALL WE, OUR AFFILIATES OR ANY THIRD PARTY PROVIDERS OR DISTRIBUTORS BE LIABLE FOR ANY DAMAGE, INJURY, LOSS, CLAIM, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO LOST PROFITS OR LOST SAVINGS), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH (A) ANY USE OF THE SERVICE OR CONTENT FOUND HEREIN, (B) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO THE USE OF OR INABILITY TO USE ANY COMPONENT OF THIS), OR (C) THE PERFORMANCE OR NON PERFORMANCE BY SEEKER OR ANY THIRD PARTY PROVIDERS OR DISTRIBUTORS, INCLUDING, BUT NOT LIMITED TO, NON PERFORMANCE RESULTING FROM BANKRUPTCY, REORGANIZATION, INSOLVENCY, DISSOLUTION OR LIQUIDATION EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES TO SUCH PARTIES OR ANY OTHER PARTY.
IF, NOTWITHSTANDING THE FOREGOING, WE, OUR AFFILIATES OR ANY THIRD PARTY PROVIDER OR DISTRIBUTOR SHOULD BE FOUND LIABLE FOR ANY LOSS OR DAMAGE WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH ANY OF THE ABOVE DESCRIBED FUNCTIONS OR USES OF SEEKER, THE LIABILITY TO US AND THE THIRD PARTY PROVIDERS AND DISTRIBUTORS SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, US$1000.00. IN ITS SOLE DISCRETION, IN ADDITION TO ANY OTHER RIGHTS OR REMEDIES AVAILABLE TO US AND WITHOUT ANY LIABILITY WHATSOEVER, WE AT ANY TIME AND WITHOUT NOTICE MAY TERMINATE OR RESTRICT YOUR ACCESS TO ANY COMPONENT OF THE SERVICE. SOME STATES DO NOT ALLOW LIMITATION OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU.
8. Indemnity
You agree to indemnify and hold us (and our officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of SEEKER, (b) your violation of these Terms, (c) your violation of applicable laws or regulations or (d) User Content. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of us. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
9. Dispute Resolution
Please read this Arbitration Agreement carefully. It is part of your contract with the Company and affects your rights.
9.1 Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by the Company that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and the Company, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.
9.2 Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to the Company should be sent to the address listed in Section 10. After the Notice is received, you and the Company may attempt to resolve the claim or dispute informally. If you and the Company do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
9.3 Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that the Company made to you prior to the initiation of arbitration, the Company will pay you the greater of the award or $2,500.00. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
9.4 Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
9.5 Time Limits. If you or the Company pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.
9.6 Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and the Company, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and the Company.
9.7 Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and the Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
9.8 Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
9.9 Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
9.10 Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
9.11 Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
9.12 Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with the Company.
9.13 Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within San Mateo County, California, for such purpose.
10. General
10.1 Changes
These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the email associated with your Account, and/or by prominently posting notice of the changes on SEEKER. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Site. These changes will be effective immediately for new Accounts. Continued use of SEEKER following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
10.2 International Users
We make no claims that SEEKER and User Content thereon may be lawfully viewed or accessed outside of the United States. Access to the Service may not be legal by certain persons or in certain countries. If you access SEEKER from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. You agree to comply with all local rules, as applicable, regarding online conduct and acceptable User Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
10.3 Assignability
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
10.4 Entire Agreement
These Terms, together with the Privacy Policy and any amendments and any additional agreements you may enter into with SEEKER in connection with the Service, shall constitute the entire agreement between you and us concerning the Service and supersede any prior terms you have with SEEKER regarding the Service. If any provision of these Terms is deemed invalid, that provision will be limited or eliminated to the minimum extent necessary and the remaining provisions of these Terms will remain in full force and effect.
10.5 Statutes of Limitations
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising from or related to these Terms or access or use of the Service must be filed within one (1) year after such claim or cause of action arose or accrued or be forever barred.
10.6 Copyright/Trademark Information
Copyright © 2019 Seeker Worldwide, Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on SEEKER are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third parties which may own the Marks.
10.7 Contact Information
Seeker Worldwide, Inc.
2100 Geng Road
Palo Alto, CA 94303
Telephone: (650) 466-0300
Email: legal@seeker.io