SeekOut Trial Terms of Service 2022

CUSTOMER IS RESPONSIBLE FOR CAREFULLY READING THE TERMS OF THIS TRIAL AGREEMENT BEFORE CLICKING “SUBMIT” OR “ACCEPT” AND/OR ACCESSING OR USING ANY SEEKOUT SERVICES. BY CLICKING “SUBMIT” OR “ACCEPT” AND/OR ACCESSING OR USING SUCH SERVICES, CUSTOMER CONFIRMS THAT CUSTOMER HAS READ AND ACCEPTS THIS AGREEMENT. IN ADDITION, BY REGISTERING FOR THE TRIAL, CUSTOMER GRANTS TO SEEKOUT PERMISSION TO BE CONTACTED WITH TRIAL INFORMATION AND TO RECEIVE PROMOTIONAL, SALES AND MARKETING EMAILS FROM SEEKOUT.   These SeekOut Trial Terms of Service (this “Agreement”) apply to your (“Customer”, “you”, or “your”) access and use of SeekOut, a service of ZipStorm, Inc., a Delaware corporation with offices at 1110 112th Ave NE Suite 400 Bellevue, WA 98004 (“SeekOut”, “we”, “our”, or “us”). SeekOut and Customer may be referred to individually as a “Party” or collectively as the “Parties.” 

SeekOut is our online talent search engine and recruiting solution that allows Customers to discover and engage with candidates. If you have any questions about this Agreement, please contact us at support@seekout.io. Additionally, please refer to our Privacy Policy for information about how we collect, use, and disclose information about you in connection with SeekOut. 

1. DEFINITIONS  

“Agreement”: these Trial Terms of Service.  

“Customer Data”: any data and information provided to SeekOut by you or on your behalf through use of the SeekOut Services.   

“Documentation”: the user instructions, release notes, manuals and on-line help files in the form generally made available by SeekOut, regarding the use of the applicable Software or SeekOut Services.  

“Malicious Code”: computer viruses, worms, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.  

“Protected Materials”: collectively, the SeekOut Services, the SeekOut Software, or SeekOut’s or its licensors’ content, materials, intellectual property or Confidential Information.  

“SeekOut Services”: the SeekOut software-as-a-service which is hosted by SeekOut or its hosting providers and which is accessed by you and your authorized users via the internet. 

“SeekOut Data”: any data or information produced or provided to you by SeekOut through your use of the SeekOut Services, including any data provided from the SeekOut talent database. 

“SeekOut Software”: each SeekOut-developed and/or SeekOut-owned software product in machine readable object code (not source code), the Documentation for such product, and any updates thereto. 

“Software”: the SeekOut Software and Third Party Software delivered with the SeekOut Software.  

“Support”: the support services for the SeekOut Services which are provided under SeekOut’s Support Policies (as may be amended by SeekOut from time to time) in effect at the time the SeekOut Services are provided. For the avoidance of doubt, Support excludes professional services. 

2. ACCEPTANCE 

By accessing or using the SeekOut Services, you accept the terms of this Agreement and any terms incorporated by reference. If you do not accept the terms of this Agreement, you may not use the SeekOut Services. If you are an individual accepting this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this Agreement, in which case the terms “Customer” or “you” refer to such entity. If the individual accepting this Agreement does not have such authority, or does not agree with the terms of this Agreement, such individual and the entity they represent must not access or use the SeekOut Services.  

3. ELIGIBILITY 

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

4. SEEKOUT DATA 

4.1. Permitted Use of SeekOut Data. We offer SeekOut Data only for Customers’ purposes of identifying and contacting potential job candidates and other general recruiting purposes (collectively, “Permitted Use”) and only during the Term. Accordingly, you may only use SeekOut Data only during the Term for this Permitted Use and no other and in all cases in accordance with all applicable laws and regulations.      

4.2. Prohibited Uses of SeekOut Data. We do not offer SeekOut Data to be used or expect SeekOut Data to be used for any purpose other than the Permitted Use and expressly prohibit you from: (a) using SeekOut Data (i) for any purpose not expressly allowed under Section 4.1 of this Agreement; (ii) in whole or in part for the purpose of serving as a factor in establishing an individual’s eligibility for credit, insurance, or employment; (iii) for purposes of marketing goods or services to any individual; (b) selling, sharing, leasing, renting SeekOut Data or otherwise making SeekOut Data available to any third party; or (c) using SeekOut Data for purposes of unlawfully discriminating against or engaging in harassing behavior to any individual..  

4.3. Certification of Use. In order to use SeekOut Data, you and each authorized user must agree that you will only use SeekOut Data for a Permitted Use as set forth in Section 4.1 and will not use SeekOut Data for any Prohibited Uses as set forth in Section 4.2.   

4.4. Data Provided As-Is. You hereby acknowledge and accept that SeekOut provides SeekOut Data to you “AS IS AND WITH ALL FAULTS.” SeekOut makes no representation or warranty, express or implied, regarding the accuracy or completeness of SeekOut Data or results sought to be obtained with SeekOut Data.  

4.5. Contacting Candidates. To the extent you use SeekOut Data to communicate with any individual, you acknowledge that you will (1) manually place any phone calls or text messages sent to any individual and will not use any autodialers or other technology that contacts individuals without human intervention and (2) respect any choices any individuals make, including to opt out of receiving further communications by any means from you.  

4.6. Deletion. Within sixty (60) days of the termination of any SeekOut Services that provides you access to or use of SeekOut Data, you will delete or return (and delete all existing copies of) all SeekOut Data from or related to those Services.   

5. USING THE SEEKOUT SERVICES 

Account Information. You will need to register for an account to use the SeekOut Services. If you register for an account, you must: (a) provide any information required via SeekOut Services; (b) ensure that such information is accurate; (c) keep such information up to date at all times; (d) protect your account from unauthorized access or use, including by not sharing your account credentials with any third party; and (e) promptly notify us if you discover or suspect any unauthorized access or use of your account. Subject to the terms of this Agreement, you may access and use SeekOut Services solely for sourcing potential candidates for recruitment. 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. 

Grant of Use of the SeekOut Services. Subject to the terms of this Agreement, SeekOut grants you during the Term a non-exclusive, non-assignable, non-transferable (except as provided herein) right to access and use the SeekOut Services solely for internal business purposes.  

Acceptable Use of SeekOut Services. You acknowledge and agree that SeekOut does not monitor or police the content of communications or the data you or your users transmit through the SeekOut Services. SeekOut is not responsible for the content of any such communications, data or transmissions. You will use the SeekOut Services exclusively for authorized and legal purposes, consistent with all applicable laws and regulations. You will not post or upload any content or data that: (i) is libelous, defamatory, obscene, pornographic, abusive, harassing or threatening; (ii) contains Malicious Code; (iii) violates the rights of others, such as data which infringes on any intellectual property rights or violates any right of privacy or publicity; or (iv) otherwise violates any applicable law. You will neither interfere or disrupt networks connected to the SeekOut Services nor interfere with another entity’s use and enjoyment of similar services. You will comply with all regulations, policies and procedures of networks connected to the SeekOut Services. SeekOut may, in its sole discretion, remove any violating content posted on or transmitted through the SeekOut Services without notice. SeekOut may suspend or terminate any user’s access to the SeekOut Services with or without notice if SeekOut reasonably determines that such user has violated the terms of this Agreement. 

Modifications to the SeekOut Services. 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. If any of these modifications cause a negative material change to your use of the SeekOut Services you may terminate your agreement in accordance with the “Term and Termination” Section below. 

6. TRIAL SERVICES 

The Trial Period for the Trial Services will be for fourteen (14) days from the your activation of the trial services (the “Trial Period”, unless: a) such Trial Period is for a longer term as specified by SeekOut; or b) is extended by mutual Agreement of the parties. Customer acknowledges and agrees that, at the end of the Trial Period, Customer’s access to the Trial Services will be automatically terminated, with or without notice, unless Customer elects to license the Services on a paid subscription basis. In the event Customer wishes to enter into a full production, subscription for the use of the SeekOut Services, Customer will be required to agree to a separate written agreement and order form with SeekOut.   

7. CONFIDENTIALITY  

“Confidential Information” means all non-public information, technical data or know-how, in whatever form, which the disclosing Party (the “Discloser”) transmits or discloses to the receiving Party (the “Recipient”) in any manner, or that the Recipient otherwise receives, is exposed to, or has access to or knowledge of, even if disclosed to Recipient prior to this Agreement, relating to the properties, business activities or operations of Discloser, including, without limitation: (i) all information of Discloser disclosed in writing or other tangible form and that is plainly marked by Discloser as confidential or “proprietary” or other similar wording; (ii) information that by its nature, industry standards, industry practices or the context of its disclosure would be reasonably understood to be confidential; (iii) all information of Discloser that is not known to the public, without regard to the form in which such information is disclosed; and (iv) the contents of discussions and negotiations between the Parties concerning this Agreement.   

Recipient will not use Discloser’s Confidential Information for any purpose other than in furtherance of this Agreement. Recipient will not disclose Discloser’s Confidential Information to any person or entity other than Recipient’s employees, agents, advisors and representatives with a need to know the Confidential Information in order to carry out the purpose of this Agreement and who agree to be bound by Recipient’s obligations under this Agreement with regard to nondisclosure and nonuse of such Confidential Information.   

Exceptions. Confidential Information does not include information that the Recipient can demonstrate: (i) was rightfully in its possession or known to it without an obligation of confidentiality prior to receipt of the Confidential Information from the Discloser; (ii) is or has become public knowledge through no fault of the Recipient; (iii) is rightfully obtained by the Recipient from a third party without breach of any confidentiality obligation known to the Recipient; or (iv) was independently developed by Recipient without use of or access to such Confidential Information.  

Disclosure Required by Law. If Recipient becomes legally compelled to disclose any of Discloser’s Confidential Information, Recipient will (i) promptly notify Discloser of such requirement before any disclosure is made so that Discloser may seek a protective order or other appropriate remedy limiting disclosure or use of such information, and (ii) provide reasonable assistance to Discloser to seek such remedy at Discloser’s expense. If such protective order or other remedy is not obtained, Recipient may furnish only that portion of such Confidential Information that, in the written opinion of its legal counsel, it is legally required to disclose, and Recipient agrees to make commercially reasonable efforts to obtain assurance that confidential treatment will be accorded to the Confidential Information.  

Return or Destruction of Confidential Information. Upon expiration or termination of this Agreement for any reason, or upon Discloser’s request, Recipient will return or destroy, as directed by Discloser in its sole discretion, all of Discloser’s Confidential Information. 

8. CUSTOMER DATA  

8.1. Ownership of Customer Data. As between the Parties, you retain all right, title and interest in and to Customer Data. You are solely responsible for the collection, accuracy, quality, integrity, legality and appropriateness of all Customer Data. You represent and warrant that any Customer Data submitted to SeekOut for processing has been legally obtained and provided to SeekOut.  

8.2. SeekOut as Service Provider. SeekOut will process, transmit, use, store or disclose Customer Data in order to provide the SeekOut Services to you. With respect to Customer Data, SeekOut (a) will act as a Service Provider as defined by the California Consumer Privacy Act of 2018, Cal. Civ. Code § 1798.100 et seq. (“CCPA”); (b) will not sell Customer Data; and (c) will not collect, retain, use, disclose, or otherwise process Customer Data other than (i) to provide the SeekOut Services; (ii) with your consent or at your direction; or (iii) for purposes expressly permitted for service providers under the CCPA, the California Consumer Rights Act (“CPRA”) and any regulations issued thereunder. 

9. LIMITED RIGHTS OWNERSHIP 

1. Reservation of Rights. All rights not expressly granted in the Agreement are reserved by SeekOut and its licensors. You acknowledge that you are receiving only the right to use and access the SeekOut Services and SeekOut and its licensors retain sole and exclusive ownership of and all rights, title, and interest in the Protected Materials, including (whether developed by SeekOut or a third party) (a) intellectual property embodied or associated therewith, (b) deliverables and work product associated therewith, and (c) all copies and derivative works thereof. The Protected Materials, including the source and object codes, logic and structure, constitute valuable trade secrets of SeekOut and its licensors. You agree to secure and protect the Protected Materials consistent with the maintenance of SeekOut’s and its licensors’ rights therein and as SeekOut’s Confidential Information.  

2. Restrictions. You will not, yourself or through any affiliate, employee, consultant, contractor, agent or other third party: (i) sell, resell, distribute, host, lease, rent, license or sublicense, in whole or in part, the Protected Materials; (ii) decipher, decompile, disassemble, reverse assemble, modify, translate, reverse engineer or otherwise attempt to derive source code, algorithms, tags, specifications, architecture, structure or other elements of the Protected Materials, in whole or in part, for competitive purposes or otherwise; (iii) allow access to, provide, divulge or make available the Protected Materials to any user other than your employees who have a need to such access and who are bound by a nondisclosure agreement with provisions that are at least as restrictive as the terms of this Agreement; (iv) write or develop any derivative works of, or based upon, the Protected Materials; (v) modify, adapt, translate or otherwise make any changes to the Protected Materials or any part thereof; (vi) use the Protected Materials to provide processing services to third parties, or otherwise use the same on a ‘service bureau’ basis; (vii) disclose or publish, without SeekOut’s prior written consent, performance or capacity statistics or the results of any benchmark test performed on the Protected Materials; (viii) allow any access or use of the Protected Materials to or by any third party without SeekOut’s prior written consent for any purpose, including but not limited to outsourcing, installation, upgrade and customization services; or (ix) otherwise use or copy the Protected Materials except as expressly permitted herein.  

3. License Grant by Customer. You grant to SeekOut a non-exclusive and royalty free license to use Customer Data or other materials you provide to SeekOut for the purpose of performing its obligations under this Agreement.  

4. Feedback. Either Party may provide suggestions, comments, ideas, know-how, or other feedback to the other Party regarding the other Party’s technologies, products, or services (collectively, “Feedback”). Feedback is voluntary and the recipient is not required to hold it in confidence and is not obligated to post or use the Feedback in any way, however, the Feedback may be used by the recipient for any purpose without obligation of any kind, notwithstanding anything contrary to this Agreement.  

5. Enforcement. You will (i) ensure that all your users of the SeekOut Services comply with the terms and conditions of the Agreement, (ii) promptly notify SeekOut of any actual or suspected violation thereof and (iii) cooperate with SeekOut with respect to investigation and enforcement of the Agreement. 

10. INDEMNIFICATION 

Customer’s Indemnification Obligations.  

You will indemnify and hold harmless SeekOut, its subcontractors, affiliates and its and their respective officers, directors, employees, shareholders and members from any Losses arising out of a Claim arising out of or relating to: (i) your use of the SeekOut Services in breach of this Agreement; (ii) a claim that the Customer Data or any other materials or Confidential Information you provide to SeekOut infringe(s) the intellectual property rights of a third party; (iii) a breach of your obligations under Section 11; or (iv) the gross negligence, fraud, willful misconduct, or violation of applicable law by you. 

10.2 Procedure. 

For any Claim under this Section 10, the indemnifying party will: (a) give the indemnified party prompt written notice of the Claim; (b) provide such assistance in connection with the defense and settlement of the Claim as the indemnified party may reasonably request; (c) obtain the indemnified party’s written consent prior to (i) selecting and retaining counsel to defend against any Claim under this Section 10 and (ii) agreeing to any settlement; and (d) comply with any settlement or court order made in connection with the Claim. 

11. DISCLAIMERS; WARRANTIES. 

1. Warranties. SeekOut warrants that (i) the SeekOut Services will perform materially in conformance with the applicable SeekOut Services Documentation; (ii) the functionality and security of the SeekOut Services will not materially decrease during the applicable Term; and (iii) the SeekOut Services will not violate applicable law. 

2. Third Party Products or Services. SeekOut may contain features designed to interoperate with third party products or services. Any acquisition by you of third party products or services, and any exchange of data between you and any third party provider, product or service is solely between you and the applicable provider. SeekOut does not warrant or maintain any third party products or services. SeekOut is not responsible for any disclosure, modification or deletion of Customer Data resulting from access to SeekOut by any third party product or service. 

3. DISCLAIMER. EXCEPT AS PROVIDED IN SECTION 11.1 THE SEEKOUT SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SEEKOUT DOES NOT REPRESENT OR WARRANT THAT SEEKOUT SERVICES OR PROPRIETARY MATERIALS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. SEEKOUT MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY OR RELIABILITY OF ANY SUGGESTIONS SEEKOUT MAKES THROUGH THE SEEKOUT SERVICES. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF SEEKOUT. You expressly acknowledge and agree that we do not in any way, conduct any employment-related actions or make any employment-related recommendations or decisions on your behalf, and the provision of SeekOut Data does not constitute a recommendation by us or indicate that any individual is qualified or appropriate for your hiring needs, that other qualified individuals do not exist, or that the information provided in the SeekOut Data is correct. 

4. Exclusions. SeekOut is not responsible for any claimed breach of any warranty set forth in Section 11.1 caused by: (i) modifications made to the SeekOut Services by anyone other than SeekOut or its agents or assigns; (ii) the combination, operation, or use of the SeekOut Services with any items not provided or approved by SeekOut; (iii) your specifications or instructions; (iv) errors caused by or related to internet connectivity, (v) you deviating from the services operating procedures described in the Documentation, or (vi) third party products or services. 

12. LIMITATION OF LIABILITY.  

1. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, SEEKOUT’S TOTAL LIABILITY (INCLUDING ATTORNEYS FEES AWARDED) FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL BE LIMITED TO $100.

2. Exclusion of Indirect and Consequential Damages. IN NO EVENT WILL SEEKOUT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY PUNITIVE, TREBLE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, STAFF TIME, GOODWILL, USE, DATA, OR OTHER ECONOMIC ADVANTAGE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE. 

3. Damages Prohibited by Law. NOTHING CONTAINED HEREIN THIS SECTION 12 (LIMITATION OF LIABILITY) SHALL LIMIT ANY LIABILITY TO THE EXTENT PROHIBITED BY LAW. 

13. TERM AND TERMINATION  

1. Term. This Agreement commences on the date you first accept it and continues until the termination of all trial services thereunder. The term of the trial services is specified in the Section 6 (the “Term”).  

2. Termination. SeekOut may terminate this agreement immediately upon written notice (email acceptable) to Customer.   

14. DISPUTE RESOLUTION; BINDING ARBITRATION 

1. Arbitration of Disputes. Except for small claims disputes in which you seek to bring an individual action in small claims court located in the county of your billing address or disputes in which you seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or the SeekOut Services resolved in court. Instead, for any dispute or claim that you have against SeekOut or relating in any way to the SeekOut Services, you agree to first contact SeekOut and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to by email at legal@seekout.com or by certified mail addressed to SeekOut Legal Department, 1110 112th Ave NE STE 400, Bellevue, WA 98004. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought. If we cannot reach an agreement to resolve the Dispute within thirty (30) days after such Notice is received, then either party may submit the Dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All Disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator, with arbitration proceedings held in King County, Washington. The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable or otherwise invalid. Any award of the arbitrator will be final and binding on each of the parties and may be entered as a judgement in any court of competent jurisdiction. You agree that Disputes will be held in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason. 

2. Severability. If any portion of this Section 14 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; and (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 14 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 14. Further, if any part of this Section 14 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 14 will be enforceable.  

GENERAL PROVISIONS 

1. Export. SeekOut’s services, content, other technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Both Parties represent that they are not named on any U.S. government denied-party list and both Parties will comply with all applicable trade restrictions. 

2. Relationship. The Agreement is not intended to create a partnership, franchise, joint venture, agency, or a fiduciary or employment relationship. Neither Party may bind the other Party or act in a manner which expresses or implies a relationship other than that of independent contractor. 

3. No Waiver. Any waiver of the provisions of the Agreement or of a Party’s rights or remedies under the Agreement must be in writing to be effective. Any such waiver will constitute a waiver only with respect to the specific matter described in such writing and will in no way impair the rights of the Party granting such waiver in any other respect or at any other time. The waiver by either of the Parties hereto of a breach or of a default under any of the provisions of the Agreement will not be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The rights and remedies herein provided are cumulative and none is exclusive of any other, or of any rights or remedies that any Party may otherwise have at law or in equity. Failure, neglect, or delay by a Party to enforce the provisions of the Agreement or its rights or remedies at any time, will not be construed and will not be deemed to be a waiver of such Party’s rights under the Agreement and will not in any way affect the validity of the whole or any part of the Agreement or prejudice such Party’s right to take subsequent action. 

4. Anti-Corruption. Neither Party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other Party in connection with this Agreement. Reasonable gifts, entertainment, or business agreements provided in the ordinary course of business do not violate the above restriction. 

5. Survival. The following provisions will survive any termination or expiration of the Agreement: Section 5 (Using the SeekOut Services); Section 6 (Fees & Payment); Section 9.4 (Feedback); Section 10 (Indemnification); Section 11 (Disclaimers); Section 12 (Limitation of Liability); Section 14 (Dispute Resolution: Binding Arbitration); and Section 15.8 (Survival). 

6. Entire Agreement. This Agreement constitutes the Parties’ entire agreement relating to its subject matter. It cancels and supersedes all prior or contemporaneous oral or written communications, requests for proposals, proposals, conditions, representations, and warranties, or other communication between the parties relating to its subject matter as well as any prior contractual agreements between the Parties. No modification to the Agreement will be binding unless in writing and includes a signature by an authorized representative of each Party.  

7. No Third Party Beneficiaries. This Agreement is for the benefit of the parties and their successors and permitted assigns, and does not confer any rights or benefits on any third party, including any employee of a Party, any customer of a Party, or any employee of a customer of a Party. 

8. Governing Law and Venue. This Agreement and your access to and use of SeekOut will be governed by and construed and enforced in accordance with the laws of State of Washington, USA, without regard to conflict of law rules or principles (whether of Washington or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the Parties that is not subject to arbitration will be resolved by the state or federal courts located in the State of Washington, respectively, sitting in King County, Washington USA. 

9. Order of Precedence. All pre-printed terms of any purchase order or other business processing document you provide will have no effect. To the extent any provision of this Agreement conflicts with the provisions of a third party EULA, the third party EULA will take precedence solely in relation to such Third Party Software.