These Terms and Conditions ("Terms") govern your access to and use of the website at sealdhealthcare.com and any related services, software, documentation, or platforms provided by Seald Healthcare, Inc. ("Seald Healthcare," "we," "our," or "us"). By accessing our website or using our services, you ("you" or "Customer") agree to be bound by these Terms. If you do not agree, do not use our website or services.
If you are accepting these Terms on behalf of an organization, you represent and warrant that you have authority to bind that organization and that your acceptance constitutes the organization's agreement to these Terms.
1. Description of Services
Seald Healthcare provides a data security platform that enables organizations to apply record-level encryption and persistent access controls to sensitive data, including protected health information (PHI). Our platform includes software development kits (SDKs), application programming interfaces (APIs), administrative tooling, and associated documentation ("Services").
The specific features, functionality, support levels, and pricing applicable to your use of the Services are set forth in a separate order form, subscription agreement, or statement of work entered into between you and Seald Healthcare ("Order"). These Terms apply to all such arrangements unless an Order expressly overrides a specific provision.
2. Accounts and Access
Certain portions of our Services require you to create an account or receive credentials from Seald Healthcare. You agree to:
- Provide accurate, complete, and current information when registering or engaging with us
- Maintain the confidentiality of your account credentials and access keys
- Notify us immediately of any unauthorized access to your account
- Accept responsibility for all activity that occurs under your account
Seald Healthcare reserves the right to suspend or terminate accounts that violate these Terms or that we reasonably believe pose a security or compliance risk.
3. Acceptable Use
You agree to use our website and Services only for lawful purposes and in accordance with these Terms. You must not:
- Use the Services in violation of any applicable federal, state, local, or international law or regulation
- Transmit any data that infringes the intellectual property rights or privacy rights of any third party
- Attempt to probe, scan, or test the vulnerability of our systems or circumvent any security controls
- Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any software we provide, except as expressly permitted by applicable law
- Use the Services to transmit unsolicited commercial communications, malware, or harmful code
- Resell, sublicense, or transfer your rights under these Terms without our prior written consent
- Use the Services in any manner that could damage, disable, overburden, or impair our infrastructure
4. Intellectual Property
Our Property
All intellectual property rights in our website, Services, software, documentation, trademarks, trade names, and content are owned by or licensed to Seald Healthcare, Inc. Nothing in these Terms grants you any ownership interest in our intellectual property. Subject to your compliance with these Terms and any applicable Order, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for your internal business purposes.
Your Data
You retain all ownership rights to data you submit, upload, or process through the Services ("Customer Data"). You grant Seald Healthcare a limited, non-exclusive license to process Customer Data solely to provide and improve the Services and as otherwise described in these Terms or our Privacy Policy.
Feedback
If you provide suggestions, ideas, or feedback about our Services ("Feedback"), you grant Seald Healthcare a royalty-free, worldwide, irrevocable license to use and incorporate that Feedback into our products and services without obligation to you.
5. HIPAA Compliance and Business Associate Agreements
If you are a HIPAA covered entity or business associate and you intend to use the Seald Healthcare platform in connection with PHI, you must execute a Business Associate Agreement (BAA) with Seald Healthcare prior to processing any PHI through the Services. The BAA governs our respective obligations with respect to PHI and is incorporated by reference into these Terms.
You are solely responsible for determining whether your use of the Services requires a BAA and for ensuring that your use of PHI complies with HIPAA and any other applicable healthcare privacy laws. Seald Healthcare's platform is designed to support HIPAA encryption safe harbor requirements, but we do not guarantee that use of the Services alone constitutes full HIPAA compliance. Compliance depends on your specific implementation, configurations, and operational practices.
6. Confidentiality
Each party may have access to the other's confidential information in connection with these Terms ("Confidential Information"). Each party agrees to: (i) hold the other's Confidential Information in strict confidence; (ii) not disclose it to any third party without prior written consent; and (iii) use it only to fulfill obligations or exercise rights under these Terms. These obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, is independently developed, or is required to be disclosed by law or court order.
Seald Healthcare's pricing, technical architecture documentation, and unreleased product roadmap are examples of our Confidential Information. Your Customer Data is your Confidential Information.
7. Payment and Billing
Fees for the Services are set forth in the applicable Order. Unless otherwise specified: (i) fees are due and payable in U.S. dollars within thirty (30) days of invoice; (ii) all fees are non-refundable except as expressly stated in an Order; and (iii) fees do not include taxes, which are your responsibility.
If you fail to pay fees when due, we may suspend your access to the Services after providing written notice and a reasonable cure period. Continued failure to pay may result in termination of your account.
8. Warranties and Disclaimers
Seald Healthcare warrants that: (i) it has the authority to enter into these Terms; and (ii) it will provide the Services in a professional manner consistent with reasonable industry standards.
EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE SERVICES AND WEBSITE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, SEALD HEALTHCARE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
We do not warrant that the Services will be uninterrupted, error-free, or free of vulnerabilities. No advice or information obtained from Seald Healthcare or through the Services creates any warranty not expressly stated in these Terms.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SEALD HEALTHCARE, INC. AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL SEALD HEALTHCARE'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO SEALD HEALTHCARE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS ($100).
Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability for incidental or consequential damages. In those jurisdictions, our liability is limited to the greatest extent permitted by law.
10. Indemnification
You agree to defend, indemnify, and hold harmless Seald Healthcare, Inc. and its officers, directors, employees, and agents from and against any claims, liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) your use of the Services in violation of these Terms; (ii) your Customer Data; (iii) your violation of any applicable law or third-party right; or (iv) any breach of your representations or warranties under these Terms.
11. Termination
Either party may terminate these Terms or an applicable Order for convenience upon thirty (30) days' written notice. Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure the breach within fifteen (15) days of receiving written notice of the breach.
Upon termination: (i) your license to use the Services ceases immediately; (ii) you must cease all use of and destroy any Seald Healthcare software or confidential information in your possession; and (iii) we will provide you a reasonable opportunity to export your Customer Data before deletion. Sections relating to intellectual property, confidentiality, warranties, limitation of liability, indemnification, and governing law survive termination.
12. Governing Law and Dispute Resolution
These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict of law provisions. Any dispute arising out of or relating to these Terms or the Services that cannot be resolved through good-faith negotiation will be submitted to binding arbitration administered by JAMS in accordance with its Streamlined Arbitration Rules, except that either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement of intellectual property rights or breach of confidentiality obligations.
You agree that any dispute will be resolved on an individual basis and not as part of a class or representative action.
13. General Provisions
Entire Agreement
These Terms, together with any applicable Order and Business Associate Agreement, constitute the entire agreement between you and Seald Healthcare with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, representations, and understandings.
Amendments
We may update these Terms from time to time. We will provide notice of material changes by updating the "Last Updated" date above and, where appropriate, by notifying you by email or through the Services. Your continued use of the Services after the effective date of any update constitutes your acceptance of the revised Terms.
Waiver and Severability
Failure by either party to enforce any provision of these Terms does not constitute a waiver. If any provision is found to be unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force.
Assignment
You may not assign or transfer your rights or obligations under these Terms without our prior written consent. Seald Healthcare may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.
Force Majeure
Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control, including natural disasters, pandemics, acts of government, or failures of third-party infrastructure providers.
14. Contact Us
For questions about these Terms, please contact us at:
Seald Healthcare, Inc.
Email: info@sealdhealthcare.com
Website: sealdhealthcare.com