13.1 Exclusivity. This Agreement is not an agreement for exclusive dealing by Seel. Seel has the right to provide similar services to other platforms
13.2 Service Availability. Seel performs and maintains regular database backups according to the retention policy appropriate for the particular system. Seel incorporates database and system maintenance operations and processes designed to address data consistency, indexing, and integrity requirements that also help improve query performance. Seel has implemented and will maintain commercially reasonable measures intended to avoid unplanned Service interruptions. Seel has no obligation to notify Platform in advance of planned Service interruptions. In the event of an unplanned Service interruption, Platform may contact Seel for support. The Service depends on the availability of the data from Platform and third-party providers, which Seel has no control over. Platform is responsible for making such data available that is necessary for Seel to provide the Service.
13.3 Force Majeure. If the performance of this Agreement, or any obligation hereunder, is prevented or interfered with by any act or condition whatsoever beyond the reasonable control of, and not occasioned by the fault or negligence of Seel (“Force Majeure”), Seel shall be excused from such performance to the extent of such prevention or interference.
13.4 Nature of the Relationship. In performing hereunder, both parties are acting as independent contractors and neither party undertakes to perform any obligation of the other, whether regulatory or contractual, or to assume any responsibility for the other’s business or operations. Nothing in this Agreement shall be deemed to constitute a partnership or joint venture between Seel and Platform.
13.5 Notices to Seel. Any notice or approval required or permitted under this Agreement will be in writing and will be sent by Platform via email to the following email address for Seel, or to any other address that may be designated by prior written notice given in accordance with this Section.
Attn: Bill Liu
Notice will be deemed received on the date sent by email if sent during normal business hours of the recipient and on the next business day if sent after normal business hours of the recipient.
13.6 Construction and Interpretation. All section headings are for convenience only and shall not affect the interpretation or construction of this Agreement. For all purposes of this Agreement, the words “including,” “included” and “includes” mean inclusion without limitation.
13.7 Severability. If any provision of this Agreement is held to be unenforceable, then that provision is to be construed either by modifying it to the minimum extent necessary to make it enforceable (if permitted by law) or disregarding it (if not). If an unenforceable provision is modified or disregarded in accordance with this Section, the rest of the Agreement is to remain in effect as written, and the unenforceable provision is to remain as written in any circumstances other than those in which the provision is held to be unenforceable.
13.8 Governing Law; Venue. This Agreement will be construed under the laws of the State of California other than such laws, rules, regulations and case law that would result in the application of the laws of a jurisdiction other than the State of California. Each party irrevocably consents to the exclusive personal jurisdiction of the state or federal courts located in San Francisco for any matter arising out of or relating to this Agreement. Each party hereby submits to the jurisdiction of these courts, acknowledges that venue is proper in such courts, agrees to file all pleadings in such courts, and waives any objection to venue there. THE PARTIES HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT.
13.9 Entire Agreement; Modification. This Agreement, including any authorized Addenda and exhibits thereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior writings and understandings, including any prior agreements or instruments between the parties, if any. This Agreement may not be modified by Platform except by written agreement of Seel. Seel reserves the right to discontinue or modify any aspect of the Services, including any Seel Product, and/or modify this Agreement, including by imposing new or additional terms or conditions, at any time by posting such modification on Seel’s website at https://seel.com/return-assurance-merchant-terms-of-service. Any such modification will be effective immediately and incorporated into this Agreement upon posting by Seel. Platform’s continued use of the Services will be deemed acceptance thereof.
13.10 Assignment. Platform may not assign any of its rights or obligations under this Agreement or delegate its performance under this Agreement to any third party without obtaining Seel’s prior written consent. Any purported assignment or delegation in violation of this Section is void. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of, the parties, their successors, and their permitted assigns.
13.11 Waiver. No failure or delay by Seel in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other exercise thereof or the exercise of any other right, power or privilege. No provision hereof or right under this Agreement may be waived by Seel except by a separate writing executed by an authorized representative of Seel, which writing expressly waives an identified portion of this Agreement.