TERMS OF USE

In consideration of Seahawk Global, Inc. (“Seahawk” “we,” “us” or “our”) providing you (which term, as used herein, includes you personally and, if you are using this website on behalf of the company or organization on whose behalf we grant you access, such company and organization) access to our Internet website, our mobile site (collectively, the “Site”) or our mobile applications (the “Seahawk Apps”), and the information, documents, reports, data, features, functionalities and software that may be offered to you through or in connection with your use of and/or access to the Site and the other materials on the Site and the Seahawk Apps (collectively, and as such may be revised from time to time by us, the “Content”), and, if applicable, you becoming and being a Partner, you hereby agree to the following terms and conditions (together with the Partner Program Terms and Conditions, if agreed by you, collectively, these “Terms of Use”).

Seahawk may modify these Terms of Use from time to time upon written notice or posting to the Site. It is your responsibility to review these Terms of Use periodically. You agree that if you use the Site, the Seahawk Apps, and/or the Content after such notice or posting of changes in the Terms of Use, you will be bound by all such changes and these Terms of Use.

GENERAL

The Site is owned and operated by Seahawk Global, Inc., a Delaware limited liability company. Site and the Seahawk Apps should be directed to the appropriate merchant members.

In addition to these Terms of Use, other terms and conditions may apply to certain services and/or features made available on the Site and/or the Seahawk Apps from time to time. By way of example but not limitation, such other terms and conditions may govern our relationship including Client Engagement Agreement executed by you and Seahawk which would be in addition to and subject to these Terms of Use. Notwithstanding anything to the contrary, contracting with us as a “Partner” or other term used on the Site or advising materials, the Seahawk Apps, these Terms of Use and/or the Partner Terms and Conditions does not entitle you to any benefits or rights, unless expressly agreed by us in writing in disclosed terms or a new agreement signed by our authorized officer.

The information contained on the Site and the Seahawk Apps regarding prices, specifications and availability of the products and/or services listed on the Site and the Seahawk Apps has been provided by us.

PROPERTY RIGHTS; COMPLIANCE WITH LAW

The Site and, the Seahawk Apps are our property and are protected by applicable copyright, trademark and other intellectual property laws. Except as expressly authorized herein, you may not, directly or indirectly, reproduce, transmit, sell, display, distribute, publish, broadcast, circulate, modify, disseminate or commercially exploit, in each case, whether in whole or in part, the Site or, the Seahawk Apps. In any manner (including electronic, print or other media now known or hereafter developed) without our express written consent. Use of the Site, the Seahawk Apps, or the Content in violation of these Terms of Use, or any applicable law, rule or regulation, or any rights of any third party is prohibited. You agree not to use the Site, or the Seahawk Apps, or the Content for any unlawful purposes and to comply with any and all requests from us to protect our respective rights in the Site and the Seahawk Apps. You agree that you will not, directly or indirectly, access, scrape, copy or otherwise use any portion of the Site or, the Seahawk Apps whether alone or with others, engage in any activity or provide any product or service that, in our good faith judgment, disparages or discredits Seahawk or any of Seahawk’s services. Further, you may not, and agree not to, sell, license or otherwise provide access to and/or use of any of the Site or, the Seahawk Apps, to any third party for any purpose whatsoever, including to build or offer a product or service that, in our good faith judgment, is competitive with Seahawk’s products or services. You may use the Site and, the Seahawk Apps.

We expressly prohibit the use of devices (including software) designed to provide repeated automated access to the Site andthe Seahawk Apps except for those devices expressly authorized by us in writing. We reserve the right to take any and all measures necessary to prevent such access, including denial or termination of access to the Site and the Seahawk Apps.

HYPERLINKS; THIRD PARTY WEBSITES; SOCIAL MEDIA WEBSITES

In the event you use the Site or the Seahawk Apps to gain access to any internet site or any location or a source of information, including social media websites, of any company, organization or person other than Seahawk, you acknowledge that such other sites, locations and sources are not under our control and agree that we will not be responsible for any information, content or links found at any such sites, locations or sources, for your use of such information, content or links found at any such sites, locations or sources, or for any such sites, locations or sources use of any information or content you submit, directly or indirectly. We provide such links only as a convenience to you, and have not tested any software or verified any content found at such sites, locations or sources. You further acknowledge that we make no warranties as to the availability of or otherwise related to any such links or any such sites, locations or sources. Your access to or use of such links or any such sites, locations or sources may be subject to their respective terms of use and it is your responsibility to read and comply with those terms of use. The fact that we have provided a link to any non-Seahawk site, location or source does not signify our sponsorship or endorsement of such site, location or source or any of the contents of such site, location or source. There are inherent risks in the use of any such links or any software and/or content found on the Internet, and you acknowledge that you understand these risks.

DMCA NOTICE; COPYRIGHT AGENT

We respond to notices of alleged copyright infringement in accordance with the process set forth in the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”). If you are a copyright owner or an agent thereof and believe that any materials accessible on or from the Site or Seahawk Apps infringe your copyright, you may submit written notification pursuant to the DMCA by providing our Copyright Agent (designated below) with all of the following information in writing (collectively, “DMCA Notice”):

A.      a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

B. identification of the copyrighted claimed to have been infringed or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

C. identification of the material that is claimed to be infringing or to be the subject of an infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;

D. information reasonably sufficient to permit the service provider to can contact the complaining party, such as an address, telephone number, an, if available, an electronic mail address at which the complaining party may be contacted;

E. a statement that the complaining party has a good faith belief that use of the copyrighted material in the manner complained of is not authorized by the copyright owner, its agent, or the law

F. a statement that the information in the notification is accurate, current and true; and

G. a statement, under penalty of perjury, that the complaining party is authorized to act on behalf of the copyright owner of an exclusive right that is allegedly infringed.

You may direct any DMCA Notice(s) to our designated Copyright Agent at:___

You acknowledge that if you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Please be aware that if you knowingly materially misrepresent that material or activity on the Site or Seahawk Apps is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA. We reserve the right, in appropriate circumstances, to disable and/or terminate the accounts of users who are repeat infringers.

If you believe that your copyrighted materials removed on or from the Site (or to which access was disabled) are not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the material in your content, you may send a counter-notice containing the following information to our Copyright Agent:

A.      your physical or electronic signature;

B. identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

C. a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and

D. your name, address, and telephone number, and a statement that you consent to the jurisdiction of the federal court located in New York, New York, and a statement that you will accept service of process from the person who provided notification to us of the alleged infringement or an agent of such person.

DISCLAIMERS; CONTENT TO BE CONSULTED IN ITS ENTIRETY

You agree to comply with any and all rules, restrictions and disclaimers that are posted on the Site and Seahawk Apps. All such materials are meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions, disclosures and copyright or proprietary notices.  Disclaimers, restrictions, disclosures or other clauses apply to any partial document or material in the same manner as they do to the whole and will be deemed incorporated in the portion of any material or document that you consult or download.

USER CODES

In connection with your use of or access to the Site and the Seahawk Apps, we may provide you with usernames, passwords and/or other unique identifiers (“User Codes”). You are responsible for the security and confidentiality of the User Codes and agree not to disclose them to any third party. You are responsible for any and all information provided and any and all orders, acts and/or omissions that occur while User Codes and/or a mobile phone that has a phone number provided by you and recognized by our systems to be associated with the User Codes are/is being used, in each case, whether by you or a third party. We are not responsible for any breach of security caused by your failure to maintain the confidentiality and security of any of the User Codes. You agree to notify us immediately in the event of loss, theft or disclosure of any or all of the User Codes, if you believe the confidentiality or security of any or all of the User Codes has been compromised in any way or in the event of your learning about a possible or actual unauthorized access to and/or use of the Site or the Seahawk. You are limited to one User Code. Duplicate User Codes may be revoked. We reserve the right to revoke or modify the User Codes at any time with or without prior notice.

CONSENT TO RECORDING AND MONITORING

You consent to our recording, retention and use of all content, information and data, including images, that you input or otherwise communicate during your access to and/or use of the Site and the Seahawk Apps or through any e-mail to or from us and any other electronic communication means and the transmittal of the same to our affiliates, subsidiaries, branches and third parties for order and other processing, database maintenance, record keeping or any other use in accordance with customary practices, policies and procedures applicable in the United States and, of course, our privacy policies[HA1] . In addition, we may disclose such information to the extent that we determine in good faith to be required by any applicable laws, rules or regulations or order or in enforcement of our rights or the defense of claims. We expressly reserve the right (but have and shall have no obligation) to monitor any and all access to and/or use of the Site and the Seahawk Apps.


CONSENT TO RECORDING OF TELEPHONE CALLS

You acknowledge that from time to time, we may record certain telephone calls used for the customer service and/or related purposes, and to the extent that any such recording occurs involving you, you consent to such recording.

USE OF E-MAIL AND OTHER ELECTRONIC MESSAGES

You acknowledge that any electronic mail, chat, information, submission or instant messenger communication, whether transmitted through the Internet, the Site, the Seahawk Apps, a proprietary network, wireless device or otherwise (collectively, “Electronic Messages”) may not be secure and communications using Electronic Messages may not be confidential.

In addition, we assume no responsibility to update any information communicated to you using Electronic Messages. Furthermore, even if our representative has communicated with you using Electronic Messages, the representative may not (and we assume no obligation to) timely see, process, act on or respond to any message from you sent using Electronic Messages.

DISCLAIMER OF WARRANTIES

THE SITE AND, THE SEAHAWK, ARE PROVIDED TO YOU ON AN “AS IS”, “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SEAHAWK HEREBY DISCLAIMS ANY AND ALL WARRANTIES, GUARANTIES, CONDITIONS, COVENANTS AND REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY RELATED TO MERCHANTABILITY, QUALITY, ACCURACY, COMPLETENESS, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TIMELINESS AND ERROR-FREE UNINTERRUPTED SERVICES AS TO THE OPERATION OF THE SITE AND THE SEAHAWK, AND THE SEAHAWK PARTIES MAKE NO WARRANTY THAT (i) THE OPERATION OF THE SITE, OR THE SEAHAWK APPS WILL MEET YOUR REQUIREMENTS, (ii) ACCESS TO THE SITE, OR THE SEAHAWK APPS WILL BE UNINTERRUPTED OR ERROR-FREE, OR (iii) DEFECTS, IF ANY, WILL BE CORRECTABLE OR CORRECTED, OR OTHER ATTRIBUTES, WHETHER EXPRESS OR IMPLIED (IN LAW OR IN FACT), ORAL OR WRITTEN, OR FROM A COURSE OF DEALING OR USAGE OF TRADE.  THE SEAHAWK HAVE NO RESPONSIBILITY TO INFORM YOU OF ANY DIFFICULTIES WE OR OTHER THIRD PARTIES EXPERIENCE CONCERNING USE OF THE SITE OR THE SEAHAWK APPS, OR TO TAKE ANY ACTION IN CONNECTION WITH THOSE DIFFICULTIES. YOU (AND NOT THE SEAHAWK PARTIES) ASSUME THE ENTIRE COST OF ALL SERVICING, REPAIR OR CORRECTION THAT MAY BE NECESSARY FOR YOUR COMPUTER, MOBILE PHONE, TABLET AND/OR OTHER EQUIPMENT AND SOFTWARE AS A RESULT OF ANY VIRUSES, ERRORS OR OTHER PROBLEMS YOU MAY HAVE AS A RESULT OF VISITING OR USING THE SITE, OR THE SEAHAWK APPS. TO THE EXTENT THAT THE LAW DOES NOT PERMIT THE DISCLAIMER OF WARRANTIES, ALL CONTENT ACCESSIBLE ON THE SITE AND THE DIBLLE APPS OR ANY OTHER SITE, LOCATION OR SOURCE TO WHICH WE LINK, AND ALL OPERATIONS ON THE SITE, AND THE SEAHAWK APPS ARE WARRANTED ONLY TO THE MINIMUM AMOUNT LEGALLY REQUIRED.

LIMITATION OF LIABILITY

BY USING THE SITE AND THE SEAHAWK APPS, YOU SPECIFICALLY AGREE THAT YOU WILL NOT HOLD THE SEAHAWK PARTIES LIABLE TO YOU OR ANY PARTY FOR ANY DAMAGES OR INJURY OR LOSS, INCLUDING ANY AND ALL DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, INCLUDING THE ONES THAT MAY RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SITE, THE SEAHAWK APPS OR THE CONTENT (OR ANY OTHER LINKED SITE, LOCATION OR SOURCE), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF CONTENT AVAILABLE ON THE SITE, THE SEAHAWK APPS, OR ANY OTHER LINKED SITE, LOCATION OR SOURCE. NONE OF THE SEAHAWK PARTIES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUCH DAMAGES INCLUDE DAMAGES OR INJURY CAUSED BY ERROR, OMISSION, INTERRUPTION, DEFECT, FAILURE OF PERFORMANCE, DELAY IN OPERATION OR TRANSMISSION, LINE FAILURE, COMPUTER VIRUS OR OTHER HARMFUL COMPONENT.

YOUR REPRESENTATIONS AND WARRANTIES

You hereby represent and warrant that:

A. (i) you are the person to whom the User Codes you used to access the Site or the Seahawk Apps were issued by us and the information you provided to us in connection with the issuance of the User Codes, if any, was and is true, accurate, current and complete, or (ii) you are accessing the Site or the Seahawk Apps on behalf of the company or organization to whom the User Codes you used to access the Site if the Seahawk Apps were issued by us;

B. if you are accessing the Site or the Seahawk Apps on behalf of the company or organization to whom the User Codes you used to access the Site or the Seahawk Apps were issued by us, you are duly authorized by all necessary action and have all consents, rights and authority to execute these Terms of Use on behalf of yourself and your principals and the company or organization on whose behalf we grant you access to the Site or the Seahawk Apps;

C. you will not reverse engineer, de-compile or reverse compile any of our technology;

D. unless we expressly authorize you to do so in writing, you will not use, reproduce, duplicate, copy, sell, resell, distribute, publish or exploit for any commercial purposes any portion the Site or, the Seahawk Apps;

E. you will access and the Site and the Seahawk Apps in compliance with any and all applicable law(s), rules(s) or regulation(s) (whether in the United States or other countries) and the terms and conditions of these Terms of Use;

F. if we grant you access to the Site and the Seahawk Apps in your individual capacity, you are of the age of majority; and

G. you have all consents, rights and authority to provide and submit any and all information and content provided and submitted by you or using User Codes to or otherwise using the Site and the Seahawk Apps, and all such information and content (1) are true, accurate, current and complete and we may rely on such information and content; (2) are not libelous, defamatory, indecent, obscene, harassing, hateful or violent; (3) are not meant to harm Seahawk or any third party; (4) do not constitute or include viruses or other harmful codes; (5) as well as their anticipated uses, do not violate, infringe or misappropriate any copyright, patent, trademark or other proprietary rights, or right of publicity or privacy of any of Seahawk or any third party; and (6) do not violate these Terms of Use, or any applicable law, rule or regulation (whether of the United States or other countries).

INDEMNIFICATION

You shall indemnify and hold harmless Seahawk, its affiliates and its and their partners, employees and agents from and against any and all claims, actions, proceedings, obligations, penalties, losses, liabilities, damages, costs and expenses (including reasonable legal and other professional fees and costs) directly or indirectly arising out of or related to (i) your breach of any agreements, representations and warranties contained in these Terms of Use, (ii) your access to and/or use of the Site and/or the Seahawk Apps, and/or (iii) any and all information or content submitted by you or using User Codes to and/or otherwise using the Site or the Seahawk Apps including for claims that any of it violates, infringes or misappropriates any proprietary rights, or right of publicity, privacy or any other right of any third party.

LOCATION; GOVERNING LAW

The Site and the Seahawk Apps are published in the United States. You agree that any access to or use of the Site and/or the Seahawk Apps will be deemed to be entirely in Chicago, Illinois, under and subject to applicable Illinois  State and United States Federal law, rules and regulations, to the same extent as if you were to physically come to our offices in Chicago, Illinois and, without assistance or solicitation, copy material contained in our library. These Terms of Use and all the terms herein will be governed by and construed in accordance with the laws of the State of Illinois without giving effect to principles of conflicts of law. Any such controversy will be submitted exclusively to Federal or State courts Cook County, Illinois. You consent to personal jurisdiction in any applicable court for purposes of any such litigation. ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR ACTION IS HEREBY WAIVED BY ALL PARTIES TO THESE TERMS OF USE.

MODIFICATION; TERMINATION

We may at any time and for any reason with or without prior notice to you, and without liability, in each case, modify, suspend, terminate or discontinue, in whole or in part, any portion of the Site or the Seahawk Apps (including the Content or hours of availability) and/or your access to or use of the Site, the Seahawk Apps and/or the Content. If you fail to comply with any provision of these Terms of Use, or if, in its sole discretion, Seahawk modifies, suspends, terminates or discontinues your access to or use of the Site, the Seahawk Apps, and/or the Content, any and all rights granted to you herein will immediately automatically terminate. These Terms of Use (as may be revised from time to time as described herein) are irrevocable and, unless otherwise expressly stated in these Terms of Use, will survive the termination of your access to, and use of, the Site, the Seahawk Apps, and/or the Content, and your relationship with us.

FORCE MAJEURE

Seahawk will not be liable for any losses caused directly or indirectly as a result of causes or events beyond its control, including natural disasters, acts of God, war, terrorism actions or decrees of governmental bodies, exchange or market rulings, failure of the Internet, communication lines or utility systems, equipment and systems failures, unauthorized access, and theft (each, a “Force Majeure Event”). All of the obligations of the Seahawk Parties with respect to the effected elements under these Terms of Use will be suspended for the duration of such Force Majeure Event.

MISCELLANEOUS

These Terms of Use represents the complete and exclusive statement of the agreement and understanding between you and us regarding your rights to access the Site and the Seahawk Apps and supersedes all agreements which you may sign with us, and all representations (whether written or oral), regarding such subject matter. Except as herein provided, no waiver, modification or amendment of any provision of these Terms of Use will be effective against us unless the same is in writing and signed by one of our executive officers. Should any term or provision of these Terms of Use be deemed or held to be invalid or unenforceable, the remaining terms and provisions will continue in full force and effect. Our failure to insist at any time upon strict compliance with any term of these Terms of Use, or any delay or failure on our part to exercise any power or right given to us in these Terms of Use, or a continued course of such conduct on our part will at no time operate as a waiver of such power or right, nor will any single or partial exercise preclude any other future exercise. All rights and remedies given to us in these Terms of Use and other terms and conditions that are subject to these Terms of Use are cumulative and not exclusive of any other rights or remedies which we otherwise have at law or equity. These Terms of Use will be binding upon you and your executors, heirs, successors and assigns. Any and all headings in the text of these Terms of Use are solely for convenience or reference and do not constitute a part of these Terms of Use, nor do they affect the meaning, construction or effect of these Terms of Use. The terms “including” and “includes” as used in these Terms of Use are intended to identify some, but not all, examples relevant to the subject matter and, therefore, should be read as “including, but not limited to” or “includes, but not limited to.” Neither you nor we may assign or delegate rights, duties or obligations under these Terms of Use without the prior written consent of the other party. We may, however, assign these Terms of Use, or any rights or obligations hereunder, to an affiliate, subsidiary or any entity owned, controlled by or under common control with us, or pursuant to a merger, consolidation, change of control or corporate reorganization. These Terms of Use are in addition to, and do not nullify, any other agreement between you and us governing the conduct of your relationship with us or any other applicable terms and conditions found on the Site and/or the Seahawk Apps.

ELECTRONIC DOCUMENTS

We may, in our sole discretion, seek your consent to the terms and conditions of these Terms of Use and certain other agreements on the Site or the Seahawk Apps by means of an electronic signature by requesting you to affirmatively check the box indicating your acceptance to these Terms of Use, affirmatively “click” on boxes containing the words “I Accept,” “I Agree” or other similar phrases (collectively, “Acceptance Terms”). If you “click” on the Acceptance Terms, your “click” will be deemed a legally binding electronic signature. You acknowledge and agree that you will carefully review any document or web page before making such an electronic signature. By electronically indicating your agreement to these Terms of Use or accessing the Site or the Seahawk Apps or using any of the Content after you have had an opportunity to review these Terms of Use, you acknowledge and agree: (i) that you and, where applicable, the company or organization on whose behalf we grant you access to the Site and/or the Seahawk Apps intend to form a legally binding contract between you and Seahawk; (ii) that you have read and agree to the terms and conditions of these Terms of Use; (iii) that you agree and intend that these Terms of Use to be the legal equivalent of signed, written contracts, and equally binding; (iv) that by electronically agreeing to these Terms of Use, you acknowledge that you have received a copy of these Terms of Use by your viewing a web page containing a hyperlink to the web page where these Terms of Use are displayed or otherwise; and (v) that if you are executing these Terms of Use on behalf of others, you hereby certify that you are an authorized representative, duly authorized, including where applicable, by all required corporate action to act on behalf of such others. 

Last Updated: January, 2020