SEER, INC.

Terms of Use

Welcome to the Seer, Inc. website Terms of Use.

Last updated on January 5, 2022.

These Terms of Use apply to your use of the Seer, Inc. website at https://seer.bio (the “Website”).

Seer owns or licenses all right, title and interest in and to the Website. We have established the following terms and conditions (the “Agreement”) with which you must comply when you access and view the Website. All references to “you” refer to you and the entity on behalf of which you access or view the Website.

BY ACCESSING AND VIEWING THE WEBSITE, YOU ACCEPT AND AGREE TO THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS, THEN DO NOT ACCESS OR VIEW THE WEBSITE.

We may update this Agreement from time to time, in our sole discretion. All changes to the Agreement will be posted on this page and are effective as of the date they are posted. Accordingly, you should periodically visit this page to review the terms of this Agreement. Your access and viewing of the Website after a modification to this Agreement constitutes your acceptance of the modification.

You should also review our Privacy Policy and Terms and Conditions of Sale (as defined in section 7(b) below) posted elsewhere on the Website, the terms of which are incorporated herein by reference and made a part of this Agreement.

1. OWNERSHIP

(a) Seer and its licensors own, license, or have obtained permission for all information, including text, reports, analyses, data, graphics, files, documents, images, sound recordings, audio and visual clips, interactive features, photographs, programs, applications, software, scripts and any other content that you may access and view on the Website, as well as the collection, design, production, selection, layout, function, arrangement and “look and feel” thereof, other than re-publication of, or links to, otherwise publicly available information (collectively, the “Seer Material”). We may incorporate third party software as part of the Website, and all such third-party software is subject to additional terms provided by the third-party licensor. The names, trademarks, logos, slogans, and taglines appearing on the Website (collectively, the “Trademarks”) are owned by or licensed to Seer and, if licensed, are used with permission of the owner. The Trademarks and Seer Material are protected by trademark, copyright, and other intellectual property laws. Seer requires you to respect the intellectual property rights that we and our third-party licensors have in the Seer Material and in the Trademarks, as the case may be. No right or license is granted or implied to otherwise use any copyrighted material, registered or unregistered trademarks, or any other intellectual property rights of any third party. Nothing on this Website constitutes any grant of license, or offer to grant a license of any kind, express or implied, under any patents owned or licensed by Seer, and any implied licenses under any such patents are expressly disclaimed.

(b) You acknowledge and agree that any questions, comments, ideas, feedback, or other information (collectively, “Feedback”) provided by you to Seer are not confidential and may be used by Seer as it deems appropriate, without attribution or remuneration and in its sole discretion, to enhance the user experience or for other legitimate commercial or non-commercial purposes. By providing any Feedback, you represent and warrant that you have all rights necessary to confer upon Seer the rights to Feedback detailed above. Further, you acknowledge and agree that Seer is not obligated to review Feedback or any other content that you submit to Seer or the Website, but Seer reserves the right to, in its sole discretion, delete any Feedback or content provided by you.

2. YOUR LICENSE

The Website and Seer Material are the property of Seer or its licensors, and are protected by copyrights, trademarks and other proprietary rights and laws. Seer hereby grants you a limited, non-exclusive, revocable, non-sublicensable, non-transferable, and non-assignable license to access, download, copy, or use the Seer Material for purposes of research, education, private study and news reporting and publicity without needing to seek additional explicit permission from Seer, subject to compliance with this Agreement including, without limitation, the following:

• The Seer Material may not be modified;

• You must retain all copyright and other proprietary notices contained in the content;

• Seer content may only be used in a factual manner;

• Seer must be acknowledged as the source of the content; please reference as “Courtesy of Seer, Inc.”

• Seer content may not be used to state or imply an endorsement by Seer or by any Seer employee of a commercial product, service, or activity, or used in any manner that might, in any way, be construed as misleading;

• You may not use the Media Library or any content herein for any illegal or unauthorized purpose;

• Seer content may not be used in connection with any profane, defamatory, infringing, obscene or unlawful intent, topic, material, or information, as determined exclusively by Seer.

All rights not expressly granted to you under this Agreement are reserved by Seer.

3. DISCLAIMER OF WARRANTIES

NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE WEBSITE AND SEER MATERIAL ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY WARRANTIES OR CONDITIONS WHATSOEVER, WHETHER EXPRESSED OR IMPLIED. NOTWITHSTANDING ANY STATEMENT TO THE CONTRARY CONTAINED HEREIN, SEER DOES NOT WARRANT THAT ANY SEER MATERIAL WILL MEET YOUR REQUIREMENTS OR THAT IT WILL BE ERROR FREE OR NON-INFRINGING. WHILE SEER UTILIZES COMMERCIALLY AVAILABLE ANTI-VIRUS METHODS AND PROTECTION, SEER DOES NOT WARRANT OR GUARANTEE THAT FILES AVAILABLE FOR DOWNLOADING THROUGH THE WEBSITE WILL BE FREE OF VIRUSES OR HARMFUL CODE.

SEER MATERIAL MAY CONTAIN INACCURATE OR OUT-OF-DATE INFORMATION OR TYPOGRAPHICAL OR SPELLING ERRORS. SEER RESERVES THE RIGHT TO CORRECT ANY ERRORS, INACCURACIES, STALENESS OR OMISSIONS IN SEER MATERIAL; HOWEVER, SEER UNDERTAKES NO OBLIGATION TO UPDATE, AMEND OR CLARIFY SEER MATERIAL, EXCEPT AS REQUIRED BY LAW. SEER DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING: (I) THE TRUTH, ACCURACY, COMPLETENESS, TIMELINESS, LEGALITY OR RELIABILITY OF ANY SEER MATERIAL, (II) ANY OPINION, INFORMATION, ADVICE OR STATEMENT ON THE WEBSITE OR (III) ANY RESULTS TO BE OBTAINED FROM USING SEER’S PRODUCT OR SERVICE OFFERINGS PRESENTED ON THE WEBSITE OR RELYING ON THE SEER MATERIAL OR THE WEBSITE.

IN THE EVENT OF ANY PROBLEM WITH THE WEBSITE, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE ACCESSING AND VIEWING THE WEBSITE.

4. LIMITATION OF LIABILITY

YOU ACKNOWLEDGE THAT YOU ARE ACCESSING AND VIEWING THE WEBSITE AND THE SEER MATERIAL AT YOUR OWN RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SEER OR ITS LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL LOSSES, DAMAGES, OR EXPENSES, DIRECTLY OR INDIRECTLY RELATING TO THE USE OR MISUSE OF THE WEBSITE OR SEER MATERIAL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT THE FOREGOING LIMITATION OF LIABILITY IS UNENFORCEABLE BY APPLICATION OF LAW, THEN SEER’S TOTAL LIABILITY TO YOU SHALL NOT, IN THE AGGREGATE, EXCEED ONE HUNDRED DOLLARS ($100.00).

5. INDEMNIFICATION

You agree to defend, indemnify and hold harmless Seer and its affiliates, officers, directors, members, managers, employees, contractors, agents, advisors and independent contractors from and against any action, claim, demand, damages, costs or expenses (including attorneys’ fees and court costs) arising out of: (a) your access, viewing or use of the Website or Seer Material, (ii) any conduct by you that violates the terms of this Agreement, (iii) your infringement of the intellectual property rights of third parties, or (iv) your failure to comply with any applicable laws or regulations.

6. FORCE MAJEURE

Seer shall not be in default or otherwise liable for any delay in or failure of its performance under this Agreement where such delay or failure arises by reason of any cause beyond Seer’s control. Certain obligations may require the cooperation of third parties outside the control of Seer. In the event such third parties fail to cooperate in a manner that reasonably permits the performance of Seer’s obligations, such failures shall be considered as causes beyond the control of Seer and shall not be the basis for a determination that Seer is in breach of any of its obligations under this Agreement or is otherwise liable.

7. SALE OF PRODUCTS

(a) Product Availability. The products and services described in the Website may or may not be available in all countries or regions of the world, may be available under different trademarks in different countries and, where applicable, may be approved or cleared by a government regulatory body for sale or use with different indications and restrictions in different countries. Unless otherwise expressly provided, nothing on this Website constitutes an offer or invitation to conduct business in any jurisdiction, and any implied offers are expressly disclaimed. SEER makes no representations or warranties that access to and use of the Website from other countries is possible, appropriate, or legal in such other countries.

(b) Terms and Conditions of Sale. In addition to the terms set forth in this Agreement, all sales of Products by Seer are subject to Seer’s then current standard terms and conditions of sale in effect as of the issuance of an applicable sales order, which are incorporated herein by reference (the “Terms and Conditions of Sale”). You agree that your issuance of any order for Seer’s products shall constitute consent to the Terms and Conditions of Sale then in effect.

8. GENERAL PROVISIONS

(a) Relationship Between the Parties. This Agreement shall not be construed as creating any agency, partnership, joint venture or other similar legal relationship between you and Seer; nor will either party hold itself out as an agent, partner, or joint venture party of the other party.

(b) Waiver. No waiver shall be implied from conduct or failure to enforce rights. No waiver shall be effective unless in a writing signed by all parties to be bound thereto.

(c) Governing Law; Arbitration. This Agreement and all claims related to it, its execution or the performance of the parties under it, shall be construed and governed in all respects according to the internal laws of the State of California without regard to the conflict of law provisions thereof. You hereby waive any right to bring any claim against Seer in court (including any right to a trial by jury), except as provided by the rules of the arbitration forum in which a claim is filed. You waive any right you may have to start or participate in, and agree to opt out of, any class action against Seer arising from or relating to the Website or this Agreement. Any controversy or claim arising out of or relating to an alleged breach of this Agreement or the operation of this Website shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association before a single arbitrator. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Redwood City, California and the language of such arbitration shall be English. Seer may seek any interim or preliminary relief from a court of competent jurisdiction necessary to protect Seer’ rights or property pending the completion of arbitration. The arbitrator shall not have the authority, power or right to alter, change, amend, modify, add or subtract from any provision of this Agreement. The arbitrator shall have the power to issue mandatory orders and restraining orders in connection with the arbitration. The award rendered by the arbitrator shall be final and binding on the parties, and judgment may be entered thereon in any court of competent jurisdiction. Seer’s failure to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it or any other provision at a later time.

(d) Assignment. Seer may, at any time, in its sole discretion, and without notice to you, assign some or all of its rights and obligations under this Agreement. You may not assign your rights or delegate your duties under this Agreement without the prior written consent of Seer.

(e) Severability. If any provision of this Agreement is held invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall be deleted and shall not affect any other provision of this Agreement.

(f) Entire Agreement. This Agreement, the referenced Privacy Policy, and the referenced Terms and Conditions of Sale constitute the entire agreement between you and Seer with respect to your use of the Website.

9. CONTACT INFORMATION

If you have questions or concerns with respect to this Agreement or the Website, please contact Seer using one of the following options:

By e-mail: info@seer.bio

By mail: Seer, Inc.
3800 Bridge Parkway, Suite 102, Redwood City, CA 94065