Terms & Conditions

SEAL Terms of Use

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Last Updated: March 2023

Welcome to Secure Engagement and Assessment of Law firms (SEAL or Network). These Terms of Use govern your (You or Your) use of SEAL which is maintained and operated by Secure Engage Inc. (including its subsidiaries and affiliates, SEI, (Secure Engage Inc)).

SEI offers to its clients (Clients) online cybersecurity assessment, relationship management, invoicing, data analysis, and other services and associated content, developed, operated, and maintained by SEI, and made accessible via a custom weblink IP address designated by SEI from time to time, or ancillary online products, including those offered via email, or offline products and services provided by SEI to its Clients (SEAL Service). Additionally, SEI offers law firms certain services such as support and participation in the Network and Payment Transactions (defined below) as set out in the signup process or as agreed between You and SEI in writing from time to time (Firm Services, and together with SEAL Service, the Service). You wish to be listed in the Network as a potential or current law firm to Clients that use the SEAL Service. If You are using the Service on behalf of a business or entity, You represent to SEI that (a) You have authority to bind that business or entity to these Terms of Use and to act on behalf of that business or entity and (b) the business accepts these Terms of Use. YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT YOU ARE SUBJECT TO, BOUND BY, AND WILL COMPLY WITH THESE TERMS OF USE. BY USING THE SERVICE, YOU AGREE TO THESE TERMS OF USE; IF YOU DO NOT AGREE, DO NOT USE THE SERVICE. References to You or Your in these Terms of Use mean the user of the law firm or the law firm itself, as appropriate.

By agreeing to use the Service, you agree that SEI may (i) contact you through digital marketing channels for the purpose of promoting, marketing and/or executing the Service; (ii) identify You as a potential participant in the Service; and (iii) store information as You provided , including invoice data and use this information to facilitate the Service.

SEI reserves the right, at its sole discretion, to change these Terms of Use, at any time. The revised version will be effective at the time SEI posts it. It is Your responsibility to check these Terms of Use periodically for changes. Your continued use of the Service following the posting of changes will mean that You accept and agree to the changes. SEI last amended these Terms of Use on the date stated above. However, if the revised version includes a material change, it will be effective 30 days after such material change is initially posted. SEI will make reasonable endeavors to notify You of any material change through the Service prior to the expiration of such 30-day period. As long as You comply with these Terms of Use, SEI grants You a personal, non-exclusive, non-transferable, limited privilege to be a certified member of SEAL and use the Service. SEI RESERVES THE RIGHT TO IMMEDIATELY REMOVE YOU FROM SEAL AND TERMINATE YOUR USE OF THE SERVICE IN ITS SOLE REASONABLE DISCRETION UPON NOTICE TO YOU (EMAIL ACCEPTABLE).

You represent and warrant the following: (i) You will comply with all laws and regulations that apply to Your membership in SEAL and use of the Service; (ii) You possess all right, power, and authority to enter into these Terms of Use; and (iii) information that You provide to SEI or upload to SEAL will be accurate and that You are responsible for the accuracy of Your Information. You acknowledge that SEI and Client are entitled to rely on the accuracy of Your information that You provide to SEI and/or upload to SEAL, including Your payment and banking information. Neither SEI nor Client are responsible for any erroneous, misapplied, or misrouted payments resulting from errors or unauthorized payment information changes within Your profile within SEAL.

Each party shall continue to own all right, title, and interest in its intellectual property and materials associated with these Terms of Use. Additionally, no party is providing a license to its intellectual property or materials except as set forth in these Terms of Use. You grant to SEI a limited, personal, non-sublicensable, non-exclusive license to use your information and associated intellectual property necessary for SEI to include You in SEAL and to provide information on or about Your products and services as part of the Service. You agree that SEI may collect, use and disclose quantitative data derived from Your use of SEAL for industry analysis, benchmarking, analytics, marketing, and other business purposes. All data collected, used, and disclosed will be in aggregate form only and will not identify You.

You shall not submit, upload, email, post or transmit to, or distribute or otherwise publish through the Service any material which: (i) disrupts the normal flow of dialogue and/or exchange within the Service, including posting or otherwise transmitting material that is not related to the subject at issue or otherwise restricts or inhibits any other user from using and enjoying the Service; (ii) is unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, harassing, hateful, sexually explicit, or indecent; (iii) constitutes or encourages conduct that would constitute a criminal offense, potentially give rise to civil liability, or otherwise violate the local, state, or national laws of any country; (iv) violates, plagiarizes, or infringes the rights of third parties; (v) contains a virus, worm, Trojan horse, or other harmful component; (vi) contains solicitations or advertisements of any kind; (vii) constitutes or contains false or misleading indication of origin or statement of fact; or (viii) contains chain letters or pyramid schemes.

7. Confidential Information: Confidential information means any information disclosed to by one party to the other, either directly or indirectly in writing, orally or by inspection of tangible or intangible objects, including without limitation documents, business plans, source code, software, documentation, financial analysis, marketing plans, customer names, customer list, customer data. Confidential Information may also include information disclosed to a party by third parties at the direction of a Disclosing Party. Confidential Information shall not, however, include any information which the Receiving party can establish (i) was publicly known and made generally available in the public domain prior to the time of disclosure; (ii) becomes publicly known and made generally available after disclosure through no action or inaction of Receiving Party; or (iii) is in the possession of Receiving Party, without confidentiality restrictions, at the time of disclosure by the Disclosing Party as shown by Receiving Party's files and records immediately prior to the time of disclosure. The party disclosing the Confidential Information shall be referred to as "Disclosing Party" in the Agreement and the party receiving the Confidential Information shall be referred to as "Receiving Party" in the Agreement.

8. Non-use and Non-disclosure: The Receiving Party agrees not to use any Confidential Information for any purpose except to provide SEAL CRA and PANEL services and activities directly related to it. Receiving Party agrees not to disclose any Confidential Information to third parties or to its employees, except to those employees who are required to have the information in order to participate in SEAL program. The Receiving Party shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the Disclosing Party's Confidential Information, and which are provided to the Receiving Party hereunder.

9. Required Disclosure: The Receiving Party may disclose Confidential Information, so long as it provides as much advance notice as possible to the Disclosing Party (where permitted by law), if it is required to be disclosed by: (i) law, judicial or arbitration process, (i) a government entity with authority over the Receiving Partyor its affiliates, or (ji) a Bank Regulator or a public stock exchange.

10. The Service contains information about SEI, the Clients, and other third parties. While this information was believed to be accurate as of the date prepared, SEI disclaims any liability arising from its accuracy and any duty or obligation to update this information or any other content.

11. SEI makes no warranty, express or implied, with respect to the content, information, or services provided through, or in conjunction with, the Service. SEI makes no guarantee of the accuracy, correctness or completeness of any information in the Service, and shall not be responsible for: (i) any errors of omission arising from the use of such information; (ii) any failures, delays or interruptions in the delivery of any content or service provided by the Service; and (iii) any defamatory, libelous or unlawful material provided by the Service, including resumes, emails, profiles, opinions, advice, statements, memoranda or discussion board postings, or materials related to users' use of the Service. You acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or information shall be at Your sole risk. SEI has the right, but not the obligation, to correct any errors or omissions in any portion of the Service.

12. SEI is not involved in nor is it a party to any transaction between any parties who use the Service. The Service is a venue only and SEI’s principal role is to connect Clients with law firms in the Network using information provided by Clients, You and other law firms, and SEI does not control and has no responsibility for the information provided by Clients, You and other law firms or the behavior of Clients, You and other law firms. SEI cannot control whether the Clients complete the transactions they request in the Service. You agree and acknowledge that SEI has no control over its Clients’ decision to conduct a transaction with You through the Service. Accordingly, You shall defend, indemnify and hold SEI harmless against any expense, liability, loss, damage or costs (including reasonable attorneys’ fees), each to the extent payable to a third party, incurred in connection with claims, demands, suits, or proceedings (Claims) made or brought against SEI by a third party arising from or relating to (i) a dispute between You and Your customers arising from Your use of the Service to exchange information or conduct business with such customer and (ii) Your use of any products available on the Payment Platform. Your indemnity obligations are subject to the following: (i) SEI shall promptly notify You of any Claims; (ii) You shall have sole control of the defense and all related settlement negotiations with respect to any Claims (provided that You may not settle any Claim that requires SEI to admit any civil or criminal liability or incur any financial obligation without SEI’s consent, which consent shall not be unreasonably withheld); and (iii) SEI shall cooperate fully to the extent necessary at Your cost in such defense and settlement.

13. YOU AGREE THAT YOUR USE OF THE SERVICE AND PARTICIPATION IN THE NETWORK AND PAYMENT PLATFORM ARE AT YOUR OWN RISK. THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. IN NO EVENT SHALL SEI BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE SERVICE AND/OR AND PAYMENT PLATFORM, OR FOR ANY INFORMATION, PRODUCTS, AND SERVICES OBTAINED THROUGH THE SERVICE OR THE PAYMENT PLATFORM FUNCTIONALITY, OR OTHERWISE ARISING OUT OF THE USE OF SAME, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF SEI HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. ANY ADDITIONAL DISCLAIMERS APPEARING WITHIN THE SERVICE AND/OR PAYMENT PLATFORM FUNCTIONALITY ARE INCORPORATED IN THESE TERMS BY REFERENCE.

14. These Terms of Use shall be governed by the laws of the province of Ontario and the federal laws of Canada applicable in Ontario, without regard to the choice or conflicts of law provisions of any jurisdiction and without regard to the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act, and any disputes, actions, claims or causes of action arising out of or in connection with the Network or Service (Dispute) shall be subject to the exclusive jurisdiction of the provincial and federal courts located in Toronto, Ontario (and the parties consent to jurisdiction and venue in Toronto, Ontario). Any Dispute shall be finally settled by arbitration in Ontario, by one or more commercial arbitrator(s) with substantial experience in the industry and in resolving complex commercial contract disputes. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be.

15. Notices under these Terms of Use shall be sufficient only if in writing and transmitted via email , with Read Receipt requested , to Secure Engage Inc. info@SecureEngage.com

16. These Terms of Use contain the entire agreement between You and SEI with respect to the Network and Service. These Terms of Use supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between You and SEI with respect to the Network and Service. Any rights not expressly granted in these Terms of Use are reserved.