Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Dupless Inc., doing business as Seamview ("Seamview," "Company," "we," "us," or "our"), governing your access to and use of the Seamview platform, website, applications, and related services (collectively, the "Services").

By accessing or using our Services, creating an account, or clicking "I Accept" or similar acknowledgment, you agree to be bound by these Terms, our Privacy Policy, Cookie Policy, and any additional terms applicable to specific features or services. If you do not agree to these Terms, you must not access or use our Services.

If you are using the Services on behalf of an organization (such as your employer), you represent and warrant that you have the authority to bind that organization to these Terms, and "you" and "your" will refer to both you individually and that organization.

2. Definitions

In these Terms, the following definitions apply:

• "Account" means a user account created to access the Services
• "Authorized User" means an individual authorized by a Subscriber to use the Services
• "Confidential Information" means any non-public information disclosed by either party
• "Customer Data" means all data, content, and information uploaded to or generated through the Services by you or your Authorized Users
• "Documentation" means user guides, help documentation, and technical specifications provided by Seamview
• "Fees" means the subscription fees and other charges for the Services
• "Intellectual Property Rights" means patents, copyrights, trademarks, trade secrets, and other proprietary rights
• "Order Form" means an ordering document specifying the Services to be provided
• "Services" means the Seamview platform, applications, and related services
• "Subscriber" means the entity that has entered into a subscription agreement for the Services
• "Subscription Term" means the period during which you have access to the Services

3. Description of Services

Seamview provides a cloud-based construction project management and financial control platform designed for megaprojects. The Services include, but are not limited to:

• Project scheduling and time management tools
• Cost management and financial control features
• Document control and correspondence management
• Contract administration and claims management
• Field management and quality assurance tools
• Reporting and analytics dashboards
• Integration with third-party systems
• AI-powered project intelligence (GroundTruth™)

We reserve the right to modify, suspend, or discontinue any part of the Services at any time. We will provide reasonable notice of material changes that may adversely affect your use of the Services.

3.1 Service Availability

We strive to maintain high availability of our Services but do not guarantee uninterrupted access. Scheduled maintenance will be communicated in advance when possible. We are not liable for any downtime or service interruptions.

3.2 Beta Features

We may offer beta or preview features that are not yet generally available. Beta features are provided "as is" without warranty and may be modified or discontinued without notice. Your use of beta features is at your own risk.

4. User Accounts

4.1 Account Registration

To use certain features of the Services, you must create an account. You agree to provide accurate, current, and complete information during registration and to update such information as necessary. You may not use false or misleading information or impersonate any person or entity.

4.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must:

• Create a strong, unique password
• Enable multi-factor authentication when available
• Not share your credentials with any third party
• Notify us immediately of any unauthorized access or security breach

We are not liable for any loss or damage arising from your failure to protect your account credentials.

4.3 Account Types

Different account types may have different access levels and permissions. Subscriber administrators are responsible for managing Authorized Users and their access rights within the organization's account.

4.4 Account Termination

We may suspend or terminate your account if we reasonably believe you have violated these Terms, engaged in fraudulent activity, or pose a risk to our Services or other users.

5. Subscriptions and Payment

5.1 Subscription Plans

Access to the Services requires a paid subscription. Subscription plans, features, and pricing are described on our website and in applicable Order Forms. We reserve the right to modify pricing with reasonable notice.

5.2 Fees and Payment

You agree to pay all Fees associated with your subscription. Unless otherwise stated:

• Fees are quoted and payable in U.S. dollars (or as specified in your Order Form)
• Fees are non-refundable except as expressly stated in these Terms
• Fees do not include taxes, which you are responsible for paying
• Payment is due within 30 days of invoice date (or as specified)
• We may charge interest on overdue amounts at 1.5% per month or the maximum legal rate

5.3 Automatic Renewal

Subscriptions automatically renew for successive periods equal to the initial Subscription Term unless either party provides written notice of non-renewal at least 30 days before the end of the current term.

5.4 Token-Based Billing

Certain Services may be billed using a token-based consumption model. Token usage, rates, and allocation are described in the applicable documentation and Order Forms. Unused tokens may roll over as specified in your subscription agreement.

5.5 Refunds

Except as required by law or expressly stated in these Terms, all Fees are non-refundable. For annual subscriptions, if you terminate for cause due to our material breach, you may be entitled to a pro-rata refund of prepaid Fees.

6. License Grant

6.1 License to You

Subject to these Terms and payment of applicable Fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services during your Subscription Term solely for your internal business purposes.

6.2 License Restrictions

You may not:

• Copy, modify, or create derivative works of the Services
• Reverse engineer, decompile, or disassemble the Services
• Rent, lease, sell, or sublicense the Services to third parties
• Use the Services to develop a competing product or service
• Remove or alter any proprietary notices or labels
• Use the Services in violation of applicable laws
• Circumvent any access controls or usage limitations
• Use automated means to access the Services beyond authorized APIs

6.3 License to Us

You grant us a worldwide, non-exclusive, royalty-free license to use, host, store, reproduce, modify, and display Customer Data solely to provide and improve the Services. This license survives termination only as necessary to fulfill our obligations.

6.4 Aggregated Data

We may collect and use aggregated, anonymized data derived from your use of the Services for analytics, benchmarking, and service improvement purposes. Such data will not identify you or any individual.

7. Acceptable Use Policy

You agree to use the Services only for lawful purposes and in accordance with these Terms. You must not:

• Violate any applicable local, state, national, or international law or regulation
• Infringe any intellectual property rights of any third party
• Transmit any viruses, malware, or other malicious code
• Attempt to gain unauthorized access to any systems or networks
• Interfere with or disrupt the Services or connected networks
• Engage in any activity that could damage, disable, or impair the Services
• Use the Services to send spam or unsolicited communications
• Impersonate any person or entity or misrepresent your affiliation
• Collect or harvest information about other users without consent
• Use the Services for any illegal, fraudulent, or harmful purpose
• Upload content that is defamatory, obscene, or otherwise objectionable
• Facilitate any third party in engaging in any prohibited activities

We reserve the right to investigate and take appropriate action against any violations, including removing content, suspending accounts, and reporting to law enforcement.

8. User Content

8.1 Ownership

You retain all ownership rights in Customer Data that you upload to the Services. We do not claim ownership of your Customer Data.

8.2 Responsibility for Content

You are solely responsible for the accuracy, quality, legality, and appropriateness of all Customer Data. You represent and warrant that you have all necessary rights to upload and use such content and that it does not violate any third-party rights.

8.3 Content Monitoring

We do not actively monitor Customer Data but reserve the right to review and remove content that violates these Terms or is otherwise objectionable. We are not liable for any Customer Data uploaded by you or other users.

8.4 Data Export

During your Subscription Term and for a reasonable period after termination, you may export your Customer Data using our available export tools. After this period, we may delete your Customer Data in accordance with our data retention policies.

9. Intellectual Property Rights

9.1 Our Intellectual Property

The Services, including all software, algorithms, user interface designs, documentation, and related materials, are owned by Seamview or our licensors and are protected by intellectual property laws. Our trademarks, logos, and service marks may not be used without our prior written consent.

9.2 Proprietary Technologies

SeamCodes™, TriWBS™, Kentro™, GroundTruth™, and other Seamview technologies are proprietary to Dupless Inc. and are protected by applicable intellectual property laws. These technologies may only be used as part of the Services under these Terms.

9.3 Feedback

If you provide us with any feedback, suggestions, or ideas regarding the Services ("Feedback"), you grant us an unrestricted, perpetual, irrevocable, royalty-free license to use, modify, and incorporate such Feedback into our products and services without compensation or attribution.

10. Confidentiality

10.1 Confidential Information

Each party agrees to maintain the confidentiality of the other party's Confidential Information and not to disclose it to third parties except as permitted under these Terms or with prior written consent.

10.2 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is lawfully obtained from a third party.

10.3 Permitted Disclosures

Either party may disclose Confidential Information if required by law, court order, or governmental authority, provided that the disclosing party gives reasonable notice to enable the other party to seek protective measures.

11. Data Protection

11.1 Privacy Policy

Our collection, use, and protection of personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference.

11.2 Data Processing Agreement

To the extent we process personal data on your behalf, the parties agree to be bound by our Data Processing Agreement (DPA), which is available upon request and complies with GDPR and other applicable data protection laws.

11.3 Security

We implement appropriate technical and organizational measures to protect Customer Data against unauthorized access, loss, or destruction. Our security practices are described in our Security Documentation, available upon request.

11.4 Data Breach Notification

In the event of a security breach affecting your Customer Data, we will notify you without undue delay and cooperate with your breach response efforts as required by applicable law.

12. Warranties and Disclaimers

12.1 Our Warranties

We warrant that:

• The Services will perform substantially in accordance with the Documentation
• We will provide the Services with reasonable skill and care
• We have the right to grant the licenses in these Terms
• We will comply with applicable laws in providing the Services

12.2 Disclaimer of Warranties

12.3 Third-Party Services

We are not responsible for any third-party services, integrations, or content. Your use of third-party services is at your own risk and subject to the terms of those services.

13. Limitation of Liability

13.1 Exclusion of Certain Damages

13.2 Limitation on Liability

13.3 Exceptions

The limitations in this Section do not apply to: (a) breaches of confidentiality obligations; (b) infringement of intellectual property rights; (c) indemnification obligations; (d) gross negligence or willful misconduct; or (e) liability that cannot be limited by law.

13.4 Basis of the Bargain

The parties acknowledge that the limitations of liability reflect the allocation of risk between the parties and form an essential basis of the bargain between them. The Services would not be provided without these limitations.

14. Indemnification

14.1 Your Indemnification

You agree to indemnify, defend, and hold harmless Seamview and its officers, directors, employees, agents, and affiliates from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• Your use of the Services in violation of these Terms
• Your Customer Data or any content you upload to the Services
• Your violation of any third-party rights
• Your violation of any applicable laws or regulations

14.2 Our Indemnification

We will indemnify and defend you against any third-party claim that the Services infringe a third party's intellectual property rights, provided that you: (a) promptly notify us of the claim; (b) give us sole control of the defense and settlement; and (c) provide reasonable cooperation.

14.3 Remedies for Infringement

If an infringement claim is made or likely, we may at our option: (a) obtain the right for you to continue using the Services; (b) modify the Services to make them non-infringing; or (c) terminate the affected Services and refund prepaid fees for the unused portion.

15. Termination

15.1 Term

These Terms remain in effect until your subscription expires or is terminated in accordance with this Section.

15.2 Termination for Convenience

Either party may terminate a subscription by providing written notice at least 30 days before the end of the then-current Subscription Term.

15.3 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party:

• Materially breaches these Terms and fails to cure within 30 days of notice
• Becomes insolvent or subject to bankruptcy proceedings
• Ceases to operate in the ordinary course of business

15.4 Effects of Termination

Upon termination:

• Your access to the Services will be suspended or terminated
• You must pay any outstanding Fees
• You may export your Customer Data for a reasonable period (typically 30 days)
• We will delete your Customer Data in accordance with our data retention policies
• Provisions that by their nature should survive will remain in effect

16. Dispute Resolution

16.1 Informal Resolution

Before initiating any formal dispute resolution, the parties agree to attempt to resolve any dispute informally by contacting each other and negotiating in good faith for at least 30 days.

16.2 Binding Arbitration (U.S. Users)

For users located in the United States, any dispute arising from these Terms shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in English, and the arbitrator's decision shall be final and binding.

16.3 Class Action Waiver

16.4 EU/EEA Users

For users located in the European Union or European Economic Area, nothing in these Terms affects your rights under mandatory consumer protection laws. You may also have the right to bring claims in the courts of your country of residence.

16.5 Governing Law

These Terms shall be governed by the laws of the State of Delaware, USA, without regard to conflict of law principles, except that for EU/EEA users, mandatory local consumer protection laws may apply.

17. General Provisions

17.1 Entire Agreement

These Terms, together with the Privacy Policy, Cookie Policy, and any applicable Order Forms, constitute the entire agreement between you and Seamview regarding the Services and supersede all prior agreements.

17.2 Modifications

We may modify these Terms at any time by posting the revised Terms on our website. Material changes will be communicated via email or prominent notice. Your continued use of the Services after changes become effective constitutes acceptance.

17.3 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

17.4 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

17.5 Waiver

Our failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.

17.6 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including natural disasters, war, terrorism, labor disputes, or government actions.

17.7 Notices

Notices to Seamview must be sent to legal@dupless.com or to our registered address. We may provide notices to you via email to your account email address or through the Services.

17.8 Export Compliance

You agree to comply with all applicable export and import laws and regulations. You may not use the Services in countries subject to U.S. sanctions or export them to prohibited parties.

17.9 Government Users

If you are a U.S. government entity, the Services are "commercial computer software" as defined in FAR 2.101, and your rights are limited to those described in these Terms.

18. Contact Information

If you have any questions about these Terms, please contact us: