Welcome to Seekdown, an AI-powered assistant service provided by Kynerix Labs S.L. (“Company”, “we”, or “us”). Kynerix Labs S.L. is a company organized under the laws of Spain, operating the Seekdown platform.
These Terms and Conditions (the “Terms”) govern your access to and use of the Seekdown services, website, and any related applications (collectively, the “Service”). By using Seekdown, you agree to be bound by these Terms. If you are using Seekdown on behalf of an organization, you represent that you have the authority to bind that organization, and in that case “you” refers to the organization. For any questions about these Terms, you can contact us.
By accessing or using Seekdown in any manner, you acknowledge that you have read, understood, and agree to these Terms, as well as our Privacy Policy (which is incorporated here by reference). If you do not agree to these Terms, you must not use the Service. Use of the Service is also conditioned on compliance with all applicable laws and regulations. You must be of legal age (or have parental/guardian consent where applicable) and legally capable of entering into a contract to accept these Terms. Your continued use of Seekdown following any updates to these Terms signifies your acceptance of those updates (see Amendments & Updates below for more details).
Seekdown is an AI-powered assistant platform that provides automated assistance and data processing capabilities to users. The Service uses advanced artificial intelligence and machine learning to analyze user-provided input (such as text or data queries) and generate responses, insights, or other output. Seekdown can help you with tasks such as answering questions, summarizing information, or processing data based on your prompts. The exact features and functionalities of the Service may evolve over time as we improve our offering.
Please note that the information and results provided by Seekdown are generated by an AI system. While we strive for accuracy and usefulness, the Service’s outputs are provided for general informational purposes. We do not guarantee that the AI’s responses are correct, complete, or appropriate for every situation. Seekdown is not a substitute for professional advice (for example, legal, medical, or financial advice), and you should use your own judgment and double-check critical information. We may modify, update, or discontinue certain features of the Service at our discretion, and will endeavor to notify you of any material changes.
When using Seekdown, you agree to use the Service responsibly and adhere to the following requirements:
Lawful and Acceptable Use: You will only use Seekdown for lawful purposes and in accordance with these Terms. You are solely responsible for any content or data you input into the Service and the results that you obtain. You must ensure that your inputs (questions, prompts, data, files, etc.) do not violate any applicable laws or regulations or infringe upon anyone’s rights. This means you will not use the Service to create or distribute unlawful, harmful, defamatory, or obscene content, and you will not solicit the Service to engage in any illegal activity.
No Sensitive or Prohibited Data: Do not use Seekdown to store or process highly sensitive data. Seekdown is not designed to handle sensitive personal information such as health records, credit card or financial account details, social security or national ID numbers, personal data about children, or any other information that is subject to strict legal protection. You acknowledge that if you choose to input any sensitive or confidential information, you do so at your own risk. The Service may process and store the data you provide, but we do not warrant or guarantee that such data will receive any special level of protection beyond our standard security measures (see Data Handling & Privacy below).
Account Security: If the Service requires you to create an account, you must provide accurate and current information and keep it up-to-date. You are responsible for maintaining the confidentiality of your account credentials (username and password or API keys) and for all activities that occur under your account. You should not share your login credentials with anyone. If you believe your account has been compromised or unauthorized use has occurred, you must notify us immediately. We are not liable for any loss or damage arising from your failure to safeguard your account information.
Proper Use and Conduct: You agree not to misuse or abuse the Seekdown Service. This includes not interfering with the Service’s operation or other users’ use of the Service (for example, by attempting to hack, overload, or disrupt the system or spreading malware). You will not attempt to bypass any usage limits or security features of Seekdown. You further agree not to reverse engineer, decompile, or otherwise tamper with the Service or its underlying technology (except as allowed under applicable law), as such actions violate both these Terms and our intellectual property rights (see Intellectual Property below).
Data Rights: By submitting any data or content to the Service, you represent and warrant that you have the necessary rights, licenses, or permissions to use that data and to submit it to Seekdown for processing. You retain ownership of any content or data you provide, but you grant us the rights to use and process that data for the purpose of providing the Service. If your input includes personal data of others, you are responsible for ensuring that collection and sharing with us is lawful (for example, you have obtained consent if required by law). You should also maintain backup copies of your data; the Service is not intended to be your data backup or storage solution.
By adhering to the above responsibilities, you help us maintain a secure and reliable Service for everyone. Failure to follow these rules can result in suspension or termination of your access (see Termination & Suspension).
Your privacy is important to us. This section outlines how Seekdown handles user data and our compliance with data protection laws. For more detailed information, please refer to our Privacy Policy.
Data Processing and Usage: When you use Seekdown, the Service will process the data and content you provide in order to generate responses or perform the functions you request. We may store your inputs and the AI-generated outputs on our systems to enable the Service’s functionality (for example, to allow you to review past queries or to improve our algorithms). We will use your data only as necessary to provide and maintain the Service, to improve the Service’s accuracy and capabilities, and as otherwise described in our Privacy Policy. We do not sell your personal data to third parties.
Data Security: We implement reasonable security measures designed to protect your data against unauthorized access or disclosure. However, we cannot guarantee the absolute security of any data transmitted to or processed by Seekdown. In particular, as noted in User Responsibilities, you should avoid uploading extremely sensitive or confidential information. You acknowledge that any data you provide is at your own risk, and the Company will not be liable for any unauthorized access or disclosure of data, except to the extent required by law. If we become aware of a data breach that affects your personal data, we will notify you as required under applicable laws.
GDPR Compliance (EU Users): If you are located in the European Economic Area (EEA) or another region with similar laws, you have rights under the EU General Data Protection Regulation (GDPR) and other data protection regulations. Kynerix Labs S.L. complies with GDPR in its handling of personal data. This means, for example, that we will only collect and process personal data on lawful bases (such as your consent, performance of a contract with you, or our legitimate interests), and we will facilitate your exercise of data subject rights. These rights may include the right to access the data we hold about you, to correct or delete it, to restrict or object to our processing of it, and to data portability. You can make requests related to your personal data by contacting us as described in our Privacy Policy. Additionally, we will enter into any required data processing agreements (DPAs) if we process personal data on your behalf as a client, and we will assist with any GDPR compliance obligations as applicable.
US Data Protection Compliance (US Users): We also comply with applicable United States data protection laws. For example, if you are a California resident, we handle any personal information you provide in accordance with the California Consumer Privacy Act (CCPA) and other relevant state privacy laws. This means you may have the right to know what categories of personal information we collect about you, to access specific information, to request deletion of your personal information, and to opt-out of certain data sharing, subject to the limits of those laws. We will honor such rights as required by law. Other U.S. users may also have rights under state-specific laws (such as in Virginia, Colorado, etc.), and the Company’s policy is to respect applicable regulations in the jurisdictions where we operate. We do not knowingly collect personal information from children under 13, in compliance with U.S. COPPA regulations.
International Data Transfers: By using Seekdown, you acknowledge that your data (including personal data) may be transferred to and stored on servers located in jurisdictions other than your own. Specifically, your data may be processed in the European Union, the United States, or other locations where we or our subprocessors maintain facilities. When we transfer personal data out of the EU/EEA to countries that may not have equivalent data protection laws (such as the US), we will ensure appropriate safeguards are in place, as required by GDPR Articles 44-49. Such safeguards may include the use of European Commission-approved Standard Contractual Clauses, reliance on adequacy decisions, or other lawful mechanisms. We take steps to ensure that any third-party service providers handling personal data on our behalf also implement appropriate data protection measures in line with EU and US standards.
Data Retention and Deletion: We will retain your data only for as long as necessary to fulfill the purposes for which it was collected, or as required for our legitimate business needs or legal obligations. If you choose to terminate your account or if you request data deletion, we will delete or anonymize your personal data within a reasonable timeframe, unless we are required to keep it for legal reasons (for example, for financial record-keeping or to comply with law enforcement requests). Please note that, due to the way our system backups work, residual copies of your deleted data may take a short period to be completely removed from all our systems.
For further details on how we collect, use, and protect your information, please review our Privacy Policy. By using the Service, you also agree to the terms of our Privacy Policy. If there is a conflict between these Terms and the Privacy Policy regarding data handling, these Terms will apply to the extent of the conflict for contractual matters, but your rights under the Privacy Policy and applicable privacy laws will still be respected.
Access to Seekdown’s premium features or usage beyond any free tier is provided on a paid basis. By using the Service in a way that incurs fees, you agree to the following billing and payment terms:
Billing : Seekdown operates on a post-consumption, usage-based billing model. This means you will be charged based on the amount of Service you use, measured in “credits” or other usage units as defined by the Company. Each action or request you make via the Service may consume a certain number of credits. The applicable pricing (such as the rate per credit or per request) will be communicated to you through our website, dashboard, or an order form. By using the Service, you acknowledge that you will be responsible for charges corresponding to your actual usage. We may provide you with an initial allocation of credits or a free trial; once those are exhausted, continued use will incur fees as per our pricing terms.
Invoicing and Payment Terms : We will issue invoices for your usage of the Service on a periodic basis (e.g., monthly, or when your usage reaches a certain threshold). Invoices will typically be sent to the email address associated with your account or made available through your online account portal. Each invoice will outline the charges incurred (e.g. the number of credits used and the rate) and the total amount due. Payment is due within [X] days from the invoice date (unless a different period is specified on the invoice or in a separate agreement with you). Fees are usually billed in [Euros (€)] or [U.S. Dollars ($)], and may not include applicable taxes. You are responsible for any taxes, levies, or duties imposed by taxing authorities (except for taxes on our income). If you have provided a credit card or other payment method for automatic billing, you hereby authorize the Company to charge such payment method for all amounts due, at or after the time such amounts become due.
Late Payments: Timely payment is essential. If you do not pay an invoice by its due date, we reserve the right to suspend or limit your access to the Service until payment is received. We may also charge you a late fee or interest on overdue amounts. Any late payments may accrue interest at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by law (whichever is lower), starting from the payment due date until the date payment is made in full. You will be responsible for any reasonable costs we incur in the process of collecting overdue fees, including attorneys’ fees and collection agency charges, if applicable. We will contact you with payment reminders before taking further action, and we will try to work with you to resolve any payment issues in good faith.
Disputed Charges: If you believe there is an error on your bill or you wish to dispute any charge, you must notify us in writing within [30] days of the invoice date. Please contact our billing support at [billing contact email] and provide details of the charge in question and the reasons you dispute it. We will review your claim promptly. If we determine that the disputed charge was incorrect, we will correct the error or issue a credit in your favor on the next billing cycle (or refund the amount if appropriate). If you do not submit a dispute within the 30-day window, the invoice will be deemed accepted and final. Partial payments of disputed amounts will not be construed as acceptance of the charges.
Refund Policy: Except as explicitly provided in these Terms or as required by law, all fees and charges are non-refundable. Since billing is based on post-consumption usage, you are paying for services already rendered (or credits consumed). Therefore, once a service has been provided or a credit is used, that fee cannot typically be refunded. However, if you believe that extraordinary circumstances warrant a refund (for example, a proven technical error on our side severely impacted the service outcome), you may contact us to request an exception. Any refund requests will be evaluated on a case-by-case basis at the Company’s sole discretion. In the event that we terminate the Service or your account without cause (not due to your breach), we may provide a pro-rata refund of any unused prepaid amounts or credits to which you are rightfully entitled. No refunds will be given if your account is terminated by us for cause (such as a violation of these Terms) or if you choose to terminate the service on your own (subject to mandatory law that might require otherwise in certain jurisdictions).
Changes to Fees: Our pricing and fee structure may change over time. We reserve the right to modify the fees for the Service or institute new charges or fees with reasonable prior notice to you. We will notify you of pricing changes via email or via the Service (for example, a notification on the dashboard) at least [30 days] in advance. If you do not agree to the new fees, you may stop using the Service before the new fees take effect. Continued use of Seekdown after the effective date of a fee change will constitute your acceptance of the revised fees.
All payments shall be made in the currency specified on your invoice or account. You are responsible for providing us with valid and updated payment information. In case of any issues with payment (such as an expired credit card), you agree to promptly update your payment details upon our request.
Seekdown uses or integrates with certain third-party services and providers to operate and enhance the Service. This may include cloud hosting providers, data processing or AI engine providers, analytics tools, payment processors, email services, and other technology partners. These external services are critical for Seekdown’s functionality but are not under our direct control.
You acknowledge and agree that the availability and quality of Seekdown may be affected by the performance of third-party services. While we select reputable third-party providers and contract with them to meet our security and performance standards, we cannot guarantee that these providers will never experience disruptions or breaches.
There may be times when the Service is interrupted, limited, or delayed due to an outage or issue affecting a third-party service (for example, downtime at our cloud infrastructure provider or an issue with a third-party AI API that Seekdown relies on).
The Company is not responsible or liable for any failure or delay in the performance of the Service to the extent such failure or delay is due to circumstances beyond our reasonable control, including issues attributable to third-party services. However, if such an event occurs, we will make reasonable efforts to work with the third-party provider to resolve the issue and restore full functionality of Seekdown as soon as possible. We also remain responsible for protecting any personal data shared with those third-party providers in accordance with our Privacy Policy and applicable law (we only share user data with third parties to the extent necessary to operate the Service, and subject to appropriate data protection agreements).
By using Seekdown, you understand that certain features or data processing might be performed by third-party software or services on our behalf. You agree that we may share your data with such third-party providers solely for the purpose of providing the Service (for example, sending your query to an AI processing engine) and that our doing so is an integral part of the Service’s functionality. We will not name specific third-party providers here, and the list of integrations may change over time, but we will maintain accountability for their role in delivering the Service.
If any third-party service is discontinued or replaced, we will endeavor to do so with minimal disruption to you. In summary, while we strive to provide an uninterrupted, high-quality Service, you acknowledge that third-party dependencies can impact Seekdown, and you agree that the Company shall not be held liable for any damages or losses resulting from the actions or inactions of such third-party service providers, in line with the Liability Limitations section of these Terms.
Seekdown and all associated intellectual property are the exclusive property of Kynerix Labs S.L. or its licensors. We value our intellectual property rights and need to ensure they are protected. Likewise, we respect our users’ intellectual property and only use your content as permitted. Below are the specifics regarding ownership, license, and restrictions:
Ownership of the Service: All rights, titles, and interests in and to the Seekdown Service (including but not limited to the software, source code, algorithms, models, design, user interface, know-how, databases, compiled training data, and any content or materials provided through the Service, excluding content provided by users) are owned by Kynerix Labs S.L. or its licensors. The Service is protected by intellectual property laws and treaties worldwide, including copyright, trade secret, and patent laws. Seekdown, the Seekdown logo, and any related product or service names or slogans are trademarks or service marks of the Company (or its affiliates or licensors). No rights or licenses are granted to you by implication or otherwise under any of the Company’s intellectual property rights, except as expressly stated in these Terms.
Your License to Use: Subject to your compliance with these Terms and any applicable laws, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use Seekdown for your own internal use (which may be personal or within your business organization) during the term of this Agreement. This license is provided solely for the purpose of enabling you to use and receive the benefit of the Service as intended by these Terms. You may not use the Service for any purpose other than its intended functionality (for example, you should not use the Service as part of any service bureau or to provide consulting services to third parties without our permission). If we provide any client software (for example, an app or script) as part of the Service, your license to that software is also limited to use solely with the Service and under the same conditions.
User Content: As between you and the Company, you retain all rights to any data, information, text, or other content that you input into Seekdown (“User Content”). We do not claim ownership of your User Content. However, by using the Service, you grant us a worldwide, royalty-free, sublicensable license to use, process, transmit, and display your User Content solely for the purposes of operating and improving the Service, and as otherwise necessary to fulfill our obligations under these Terms. This may include, for example, copying your data to our servers, analyzing it with our AI models, and storing results, as well as making backup copies to prevent data loss. We will not use your User Content for any other purpose except as permitted by these Terms, our Privacy Policy, or as required by law. You represent that you have the necessary rights to grant us this license for any content you submit.
Prohibited Actions (IP Restrictions): You agree not to do (or attempt to do) any of the following: (a) copy, reproduce, distribute, or publicly display any part of the Seekdown Service or its content (except for incidental results of normal use, such as sharing an AI-generated output for discussion, which is permitted so long as it doesn’t violate these Terms or reveal confidential information); (b) modify or create derivative works based on the Service or any component of it; (c) decompile, reverse engineer, or otherwise attempt to extract or discern the source code or trade secrets of the Service, except to the limited extent that such activity is expressly permitted by applicable law notwithstanding this restriction (in which case, prior notice to us and our consent where legally required should be sought); (d) remove, obscure, or alter any copyright notices, trademarks, or other proprietary rights notices on the Service or any reports or output generated through the Service; (e) use any automated system (like a robot or spider) to access the Service in a manner that sends more requests to the Service than a human can reasonably produce in the same timeframe, without our prior written permission (note: scraping or mass-collecting data from our Service is prohibited unless expressly allowed by an API agreement); or (f) use any of our intellectual property in a manner that isn’t allowed by these Terms. Any unauthorized use of our intellectual property or the Service will be regarded as a material breach of these Terms and may also violate applicable laws (which could result in legal action against you).
Feedback: We welcome feedback, ideas, or suggestions (“Feedback”) about Seekdown. If you choose to provide Feedback to us, you agree that we can use it freely, without any restriction or compensation to you, and you hereby irrevocably assign to us all right, title, and interest in that Feedback. Feedback is not considered confidential information, so please do not submit any information in your Feedback that you consider proprietary or sensitive.
Third-Party IP: The Service may involve use of third-party data, libraries, or APIs which remain the intellectual property of their respective owners. Our use of any third-party intellectual property within Seekdown is under license or permission from those parties. You must not separate and use any such third-party intellectual property on a standalone basis outside of its intended use within the Service.
All rights not expressly granted to you in these Terms are reserved by Kynerix Labs S.L. and its licensors. Unauthorized use of the Service or our intellectual property may result in termination of the provided license and access, and could lead to further legal action. If you become aware of any violation of our intellectual property rights (for instance, any unauthorized use or piracy of Seekdown), please promptly notify us.
PLEASE READ THIS SECTION CAREFULLY – it limits the types of liability we may have towards you. If you are an EU consumer, note that these limitations apply to the fullest extent permitted by applicable law and are not intended to deprive you of any mandatory protections under consumer law. No Warranty (Disclaimer): Seekdown is provided “as is” and “as available”, without any warranties of any kind. To the maximum extent permitted by law, Kynerix Labs S.L. disclaims all warranties and conditions, express or implied, regarding the Service and its output. This includes, but is not limited to, implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties that might arise from a course of dealing or usage of trade. We do not guarantee that Seekdown will meet your specific needs, achieve any particular results, operate without interruption, or be error-free. We do not make any warranty that the information or results obtained through the Service will be accurate, reliable, or complete. You assume all risk for any decisions made or actions taken based on information or output from the Service. No advice or information, whether oral or written, obtained from us or through the Service shall create any warranty not expressly stated in these Terms.
Limitation of Liability: To the fullest extent permitted by applicable law, in no event will Kynerix Labs S.L., its affiliates, directors, officers, employees, agents, partners, or licensors be liable to you for any: indirect, incidental, special, consequential, punitive, or exemplary damages, or for any loss of profits, loss of data, loss of business opportunity, goodwill, or business interruption or other intangible losses, arising out of or related to your use of (or inability to use) Seekdown, regardless of the theory of liability (contract, tort, negligence, strict liability, statutory or otherwise) and even if we have been advised of the possibility of such damages. Seekdown involves complex AI technology and data processing, and you acknowledge that it may not be perfect; therefore, you agree that we will not be held responsible for any harm resulting from inaccuracies or mistakes of the Service or any decisions you make based on Service outputs.
Limitation of Amount (Cap on Liability): To the extent that we are legally liable to you notwithstanding the above disclaimer, our total cumulative liability to you for any and all claims arising from or related to the Service or these Terms will not exceed the amount you have paid to us for the Service in the 12 months immediately preceding the event giving rise to the liability (or, if the duration of use has been less than 12 months, the average monthly fees paid multiplied by 12). If you have not paid any amount (for example, if you are using a free service), our total liability shall not exceed EUR 100 (or equivalent in local currency). This limitation of liability is cumulative and not per-incident; multiple claims will not expand the cap. The existence of multiple claims or suits will not enlarge this limit.
User’s Liability: You are responsible for your use of Seekdown and any damages incurred by you, others, or to us resulting from your violation of these Terms or misuse of the Service. You agree to defend, indemnify, and hold harmless Kynerix Labs S.L. and its affiliates from any claims, losses, liabilities, and expenses (including attorneys’ fees) that arise from a third-party claim due to your breach of these Terms, your inputs or content, or your misuse of the Service. (This indemnification obligation applies to the extent permitted by law and might not apply if you are a consumer in certain jurisdictions where such a duty cannot be imposed.)
Exceptions: Some jurisdictions (for example, certain states or countries) do not allow the exclusion of certain warranties or the limitation/exclusion of liability for certain types of damages. If such laws apply to you, some of the above disclaimers or limitations may not fully apply, and you may have additional rights. In particular, nothing in these Terms is intended to exclude or limit our liability where it would be unlawful to do so – for example, for death or personal injury caused by our gross negligence or willful misconduct, or for our fraud or fraudulent misrepresentation. Additionally, if you are a consumer in the EU, we do not exclude or limit any liability that cannot be excluded under EU consumer law.
Release: To the extent permitted by law, you release the Company and its affiliates from all obligations, liability, claims, or demands in excess of the limitations set forth above. If you are a California resident, you waive California Civil Code §1542 (which says a general release does not extend to claims the creditor does not know or suspect to exist in their favor at the time of release) or any similar law.
This Liability Limitations section shall survive the termination or expiration of these Terms and your use of the Service. You acknowledge that the allocation of risk in these Terms is a essential basis for the bargain between you and us, and that without the warranty disclaimers and liability limitations, the fees for the Service (or availability of a free service) would likely be higher or the Company would not be able to offer the Service.
We hope you find Seekdown valuable, but circumstances may arise where either you or the Company may decide to end the relationship. This section explains the conditions for termination or suspension of the Service and what happens afterward.
Termination or Suspension by the Company: We reserve the right to suspend or
terminate your
access
to Seekdown at any time, with or without prior notice, if we reasonably believe that:
(i)
you
have
violated any provision of these Terms or otherwise breached your agreement with us;
(ii) you
are
using the Service in a manner that may cause risk of harm or loss to the Company, other users,
or
any third party (for example, through hacking attempts, harassment, botting, or other abusive
behavior);
(iii) you have not paid fees or bills that are past due (see Billing & Payments
above);
or (iv) we are required to do so by law (for example, if providing the Service to you becomes
unlawful in your region) or due to an order by law enforcement or other government agencies.
We may also suspend the Service, in whole or in part, or terminate your account, if we decide to discontinue the Service (in which case we will provide you as much notice as reasonably possible), or in the event of prolonged inactivity of a free account. Suspension might include disabling your account or access credentials, and termination means a permanent closure of your account. When feasible (and lawful), we will attempt to notify you in advance of any such action, so that you have an opportunity to address the issue or back up your data. However, in cases of severe or repeat violations, or urgent situations such as security threats, we may act immediately without notice.
Termination by You: You are free to stop using Seekdown at any time. If you wish to terminate your account, you may do so by using any account closure or deletion function provided in the interface, or by contacting us in writing and requesting account termination. We will process your request and terminate your access within a reasonable timeframe. If you terminate the Service, you remain responsible for payment of any outstanding fees for your usage up to the date of termination. Termination of your account does not automatically entitle you to a refund of any fees paid (see Billing & Payments – Refund Policy), except as required by law or explicitly provided in an applicable service agreement.
Effect of Termination: Upon termination of your access (by either party), your right to use the Service will immediately cease. You must immediately stop using Seekdown and not attempt to access it. We may delete or deactivate your account and all associated data, content, or information provided by or about you, in accordance with our data retention policies (and as allowed by law). It is your responsibility to export or save any data you have stored via the Service prior to termination, as we are under no obligation to retain your data after termination (except as required by law). However, note that we might retain certain data for a limited period post-termination for legitimate business or legal purposes (for example, keeping invoice records, or logs for security and auditing), as described in our Privacy Policy.
Consequences of Termination; Survival: If we terminate your account due to a breach of these Terms or misconduct, we may also deny you any future use of Seekdown. You may not create a new account to circumvent a ban or termination without our permission. Any provision of these Terms that by its nature should survive termination (including, but not limited to, User Responsibilities, Data Handling & Privacy, Intellectual Property, Liability Limitations, Governing Law & Dispute Resolution, and other provisions clarifying rights and liabilities) will survive the expiration or termination of these Terms. Termination does not relieve either party from any obligations incurred prior to termination – for example, payment obligations, or liability for any breach.
Temporary Suspension: In lieu of termination, the Company may choose to temporarily suspend your account if a violation is suspected or as a precautionary measure (for example, during an investigation of alleged misconduct or if payment issues are being resolved). During suspension, you may not have access to the Service or some features until the matter is resolved. We will inform you of what needs to be done to reinstate service if a path to resolution exists.
We will not be liable to you or any third party for the termination or suspension of your access to the Service under these Terms, except to the limited extent explicitly provided (such as a pro-rata refund in certain cases of termination by us without cause). If you believe your account was terminated or suspended in error, please contact us to discuss the issue. However, the final decision will rest with us based on our good-faith interpretation of these Terms.
These Terms are governed by and shall be construed in accordance with the laws of Spain and applicable European Union regulations. We also operate our Service in compliance with relevant laws in other jurisdictions, including the United States, to the extent those laws apply to our operations or to your use of the Service. By using Seekdown, you agree that your use of the Service does not violate any applicable export control or sanctions laws (for example, you are not located in a country subject to comprehensive U.S. or EU sanctions, and you are not on any government list of prohibited or restricted parties), and you agree to comply with all relevant U.S. and international laws in your use of the Service.
Governing Law: Except where prohibited by law, this Agreement and any dispute or claim arising out of or in connection with it or its subject matter (including non-contractual disputes or claims) shall be governed by the laws of Spain, without regard to its conflict of laws principles. However, if you are a consumer residing in the European Union, you may benefit from any mandatory provisions of the law of your country of residence, and nothing in these Terms affects your rights as a consumer to rely on such provisions. Likewise, if you are a user in the United States, any provisions of U.S. law that must apply to your use of the Service (such as certain consumer protection laws) will be deemed to apply and, in case of a direct conflict with Spanish law in a matter of public policy for your protection, that specific U.S. provision may override the conflicting Spanish provision solely for that issue. In all other respects, the laws of Spain apply. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to these Terms.
Dispute Resolution: We encourage you to contact us first if you have any issues with the Service, as most disputes can be resolved informally. In the event we cannot resolve a dispute amicably, the following provisions will apply.
Arbitration Agreement: Except for the exceptions described below, you and the Company agree that any dispute, claim, or controversy arising out of or relating to these Terms or the use of the Service, including questions of arbitrability (a “Dispute”), shall be resolved by final and binding arbitration. The arbitration will be administered by a neutral arbitration organization (such as the Madrid Court of Arbitration or another reputable arbitration body) in accordance with its rules in effect at the time the proceeding is initiated. Arbitration will take place in Barcelona, Spain, or another mutually agreed location, and will be conducted in the Spanish language. Each party will bear its own attorneys’ fees and costs, and share the arbitrator’s fees and any administrative costs of arbitration, unless the arbitrator finds the arbitration was frivolous or brought for an improper purpose (in which case the arbitrator can award costs and fees). The arbitrator’s award will be confidential and binding, and judgment on the award may be entered in any court with jurisdiction. By agreeing to arbitration, you and we are waiving the right to a trial in court and to have disputes resolved by a judge or jury.
Exceptions to Arbitration: Eccither party may choose to not arbitrate the following types of disputes: (i) disputes in which either party seeks to bring an individual action in small claims court (or equivalent type of court) if permitted by that court’s rules and within its jurisdictional limits; and (ii) disputes seeking injunctive relief or other equitable relief for alleged infringement or misuse of intellectual property (such as trademarks, trade dress, copyrights, or patents). Additionally, if you are a consumer in a jurisdiction where pre-dispute arbitration agreements are not enforceable for consumer disputes (such as in certain EU countries), the arbitration agreement above may not apply to you, and you retain the right to resolve disputes in your local courts. You have the right to opt out of this arbitration agreement within 30 days of first accepting these Terms by sending written notice to us at [contact address] (in such case, please include your account information and a clear statement that you opt out of arbitration). If you opt out, or with respect to any matter not subject to arbitration, the exclusive jurisdiction and venue for resolving any Dispute shall be the courts of competent jurisdiction located in Barcelona, Spain, except as otherwise required by applicable law which may give you the right to bring a claim in your home country’s courts.
Class Action Waiver: To the maximum extent permitted by law, you and the Company agree to resolve disputes only on an individual basis, and not as a plaintiff or class member in any purported class, collective, or representative action. This means you and we waive the right to bring any claim as part of a class or group, or to seek or receive any relief on a class, collective, or representative basis. An arbitrator shall not have authority to consolidate or join the claims of other individuals or parties who may be similarly situated, nor to hear any arbitration as a class or representative action. If this class action waiver is found to be unenforceable or unlawful for a particular dispute, then the entirety of the arbitration agreement above shall be null and void for that dispute, and it shall be handled by a court (not an arbitrator) as provided in the prior paragraph.
Jurisdiction for Legal Actions: In the event a Dispute is permitted to be resolved in court (either because arbitration is not required or because either party seeks a court remedy as allowed herein), you and the Company consent to the exclusive jurisdiction of the courts of Spain, and specifically the courts located in the City of Barcelona, for the resolution of such disputes, and you waive any objections to such jurisdiction or venue (including any defense of forum non conveniens). Notwithstanding this, if you are a consumer resident in the EU, you may also choose to file claims in the courts of your country of residence. If you are a consumer resident in the United States, any claim you bring in court must be brought in the state or federal courts that have jurisdiction over Barcelona, Spain, unless otherwise required by U.S. law (in which case, for example, a claim under U.S. federal law might be allowed in U.S. federal courts). We both agree to waive any rights to a jury trial in any permitted court proceeding.
Governing Law in Arbitration or Court: Regardless of where a dispute is adjudicated (arbitration or court), the governing law (substantive law) will be as specified above (the laws of Spain, and applicable EU law, along with any applicable overriding consumer protection laws or other mandatory laws for users in certain jurisdictions). The procedural law (for example, arbitration rules or court procedural rules) will depend on the forum.
Time Limit to Bring Claims: To the extent permitted by law, any claim or cause of action arising out of or related to your use of the Service or these Terms must be filed within one (1) year after such claim or cause of action arose. If a claim is not filed within this time frame, it shall be permanently barred. (This clause does not apply to consumers in the EU or other jurisdictions where such a limitation is not permitted by law.)
This Governing Law & Dispute Resolution section may seem complex, but its core purpose is to ensure any issues are handled fairly and in an appropriate venue. If you have any questions about how this applies to you, please contact us or seek legal advice. This section shall survive termination of your account or these Terms.
The Company reserves the right to change or update these Terms and Conditions at any time. As our Service evolves, we may need to modify these Terms to reflect changes in our practices, the law, or for other reasons. If we make material changes, we will provide you with reasonable notice prior to the changes taking effect, either by posting the updated Terms on our website, through the Seekdown interface, or by sending a notice to the email address associated with your account. The notice will designate a date upon which the new Terms will become effective.
It is your responsibility to review any updated Terms. We will, however, not enforce material changes retroactively (i.e., changes will not apply to disputes or events that occurred before the changes’ effective date). If you continue to use Seekdown after the new Terms take effect, that continued use will constitute your acceptance of the revised Terms. If you do not agree with any changes to the Terms, you should stop using the Service and, if applicable, cancel your account before the changes take effect. You may also express your concerns by contacting us; depending on the situation, we might be able to address particular issues or clarify the changes.
For minor updates or changes that do not significantly affect your rights (for example, reordering sections of these Terms for clarity or updating our contact information), we may not send out individual notices, but the latest version of the Terms will always be available on our website with the "Last Updated" date clearly indicated. We encourage you to check the Terms periodically to stay informed about your obligations and rights.
In addition to these Terms, we may update other documents referenced herein, such as our Privacy Policy or pricing plans. Changes to those documents will be handled as described within them or in a similar notification manner. All such updates, once in effect, are incorporated by reference into these Terms.
By accepting these Terms, you agree that the Company may modify these Terms from time to time and you agree to be bound by the Terms as modified. If any provision of the updated Terms is found invalid or unenforceable, the remaining provisions will remain in full force and effect.
Thank you for using Seekdown. We value your trust and are committed to providing a useful, secure AI assistant service. If you have any questions or concerns regarding these Terms or the Service itself, please reach out to us. Your feedback and understanding are important as we continue to improve Seekdown for all users.