SEAC Network Solutions – Commercial Terms of Service

Effective Date: February 3, 2026 

These Commercial Terms of Service (“Terms”) govern the provision of services by SEAC Network Solutions (“SEAC,” “we,” “our,” or “us”) to customers (“Customer,” “you,” or “your”). By executing a Service Order or using our Services, you agree to be bound by these Terms. 

1. Definitions

“Agreement” means these Commercial Terms of Service, together with all applicable Service Orders, statements of work, and other documents incorporated by reference. 

“Customer Data” means all data, content, and information provided by or on behalf of Customer or collected through Customer’s use of the Services. 

“Initial Order Term” means the initial commitment period specified in the applicable Service Order for a particular Service. 

“Renewal Term” means each successive renewal period, if any, specified in the Service Order or, if not specified, month-to-month. 

“SEAC Equipment” means all equipment, hardware, and devices provided or made available by SEAC in connection with the Services. 

“Service Order” means a written order form, statement of work, or other ordering document executed by both parties that references these Terms and describes the specific Services, pricing, and other terms applicable to a particular engagement. 

“Services” means the managed IT services, network services, internet connectivity, cybersecurity services, and other professional services provided by SEAC as described in one or more Service Orders. 

2. Term and Termination

2.1 Initial Term and Renewals 

The term of this Agreement begins on the effective date of the first Service Order and continues until all Services have been terminated in accordance with this Section 2. Each Service shall have its own Initial Order Term as specified in the applicable Service Order. Following expiration of the Initial Order Term for a Service, that Service will automatically renew on a month-to-month basis (each, a “Renewal Term”) unless either party provides at least thirty (30) days’ prior written notice of non-renewal. 

2.2 Termination by Customer 

During Initial Order Term: Customer may not terminate any Service during its Initial Order Term for convenience. If Customer terminates any Service during its Initial Order Term for convenience, or if SEAC terminates such Service for Customer’s uncured breach, Customer shall pay an early termination charge equal to one hundred percent (100%) of the remaining monthly recurring charges for that Service’s Initial Order Term. Early termination charges are due upon invoice and are in addition to all fees accrued prior to the effective date of termination. 

During Renewal Term: During any month-to-month Renewal Term, Customer may terminate the applicable Service upon thirty (30) days’ prior written notice, with no early termination charges. 

2.3 Termination by SEAC 

SEAC may suspend or terminate any Service immediately upon written notice if Customer: 

1. Fails to pay any undisputed amount within fifteen (15) days after written notice of non-payment; 

2. Uses the Services in violation of applicable law or in a manner that poses a security risk to SEAC’s network or other customers; 

3. Materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice from SEAC (or ten (10) days for payment-related breaches); or 

4. Becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors. 

2.4 Effect of Termination 

Upon termination of any Service: 

1. All outstanding fees and charges become immediately due and payable; 

2. Customer shall return all SEAC Equipment as set forth in Section 5; 

3. SEAC may delete or disable access to Customer Data associated with the terminated Service, subject to applicable law and any separate data retention agreement; and 

4. The provisions of Sections 6 (Payment), 9 (Confidentiality), 10 (Data Protection and Security), 12 (Indemnification), 13 (Limitation of Liability), and 17 (General Provisions) shall survive termination. 

3. Service Orders and Scope

All Services are provided pursuant to one or more Service Orders executed by authorized representatives of both parties. Each Service Order shall specify: 

1. The Services to be provided; 

2. The Initial Order Term and any applicable Renewal Terms; 

3. Pricing, payment terms, and any applicable usage limitations; 

4. Service location(s) and any site-specific requirements; and 

5. Any additional or modified terms specific to that engagement. 

In the event of any conflict between these Terms and a Service Order, the Service Order shall control solely with respect to the specific Services covered by that Service Order. 

4. Service Delivery and Performance

4.1 Service Delivery 

SEAC will use commercially reasonable efforts to deliver the Services in accordance with the specifications set forth in the applicable Service Order. SEAC may monitor network traffic, bandwidth utilization, and system performance for operational purposes, including security monitoring, troubleshooting, capacity planning, and service optimization. SEAC does not routinely inspect the content of Customer Data except as necessary for the provision of Services, security incident response, technical support, or as required by law. 

4.2 Service Levels 

Unless a specific Service Level Agreement (SLA) is incorporated into a Service Order, SEAC does not guarantee any specific uptime, availability, or performance metrics. If an SLA is in effect, any service credits provided under that SLA shall constitute Customer’s sole and exclusive remedy for SEAC’s failure to meet the specified service levels. 

4.3 Third-Party Dependencies 

Many Services rely on third-party facilities, carriers, cloud platforms, software vendors, and other service providers. SEAC is not responsible for, and makes no warranties regarding, the performance, availability, or security of third-party services beyond SEAC’s reasonable control. Outages, degradation, or failures caused by such third parties shall not constitute a breach of this Agreement by SEAC. 

4.4 Service Modifications 

SEAC reserves the right to modify, enhance, or discontinue any Service, in whole or in part, provided that SEAC will use commercially reasonable efforts to provide advance notice of any material adverse change and will work with Customer to minimize disruption. If SEAC discontinues a Service entirely and cannot provide a reasonably comparable substitute, Customer may terminate the affected Service without early termination charges. 

5. Equipment and Access

5.1 Ownership and License 

All SEAC Equipment remains the sole and exclusive property of SEAC. Customer receives only a limited, non-exclusive, non-transferable right to use SEAC Equipment during the term of the applicable Service, solely at the designated Service location(s) and in accordance with this Agreement. Customer shall not sell, lease, sublicense, assign, or otherwise transfer SEAC Equipment or any rights therein. 

5.2 Customer Responsibilities 

Customer shall: 

1. Safeguard SEAC Equipment in its possession or control and use it only as instructed by SEAC; 

2. Maintain a suitable operating environment for SEAC Equipment, including adequate power, cooling, and physical security; 

3. Not move, modify, disassemble, reverse engineer, or repair SEAC Equipment except as expressly authorized in writing by SEAC; 

4. Immediately notify SEAC of any loss, theft, damage, or malfunction of SEAC Equipment; and 

5. Be responsible for loss of or damage to SEAC Equipment while on Customer’s premises or under Customer’s control, ordinary wear and tear excepted. 

5.3 Return of Equipment 

Upon termination or expiration of the applicable Service, Customer shall, at its own expense, return all SEAC Equipment to SEAC within fifteen (15) days, in good working condition and in its original packaging (if available), ordinary wear and tear excepted. If Customer fails to timely return any SEAC Equipment, or if returned equipment is damaged beyond ordinary wear and tear, SEAC may invoice, and Customer shall promptly pay, an amount equal to SEAC’s then-current replacement cost for such equipment. 

5.4 Site Access 

Customer grants SEAC and its authorized subcontractors reasonable access to Customer’s premises, facilities, and systems, during normal business hours and upon reasonable prior notice (except in emergencies or for scheduled maintenance), as necessary to install, configure, maintain, repair, monitor, or remove SEAC Equipment and to provide the Services. Customer shall ensure that SEAC personnel have safe working conditions and comply with any reasonable site-specific security or safety requirements communicated in advance. 

6. Payment Terms

6.1 Fees and Charges 

Customer shall pay all fees and charges specified in the applicable Service Order(s). Unless otherwise stated, all fees are: 

1. Stated in U.S. dollars; 

2. Exclusive of all applicable sales, use, excise, value-added, and other taxes and government charges (other than taxes based on SEAC’s net income), which Customer shall pay or reimburse to SEAC; and 

3. Non-refundable, except as expressly set forth in this Agreement. 

6.2 Invoicing and Payment 

SEAC will invoice Customer monthly in advance for recurring fees and monthly in arrears for usage-based, time-and-materials, or other variable charges. Payment is due within thirty (30) days of the invoice date unless a different payment term is specified in the Service Order. Customer shall make all payments via ACH, wire transfer, check, or such other method as SEAC may specify. 

6.3 Late Payment 

Any undisputed amount not paid when due shall bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. Customer shall reimburse SEAC for all reasonable costs of collection, including attorneys’ fees, if legal action is required to collect overdue amounts. 

6.4 Suspension for Non-Payment 

SEAC may suspend any or all Services, in whole or in part, if any undisputed invoice remains unpaid for more than fifteen (15) days after the due date, provided SEAC has given Customer at least five (5) days’ prior written notice of its intent to suspend. Suspension does not relieve Customer of its obligation to pay all amounts due, including fees accruing during any suspension period. SEAC will restore Services promptly upon receipt of all past-due amounts and any applicable reconnection fees. 

6.5 Disputed Charges 

Customer must notify SEAC in writing of any disputed charges within thirty (30) days of the invoice date, identifying the disputed amount and the basis for the dispute. Customer shall pay all undisputed amounts when due. The parties will work in good faith to resolve any billing disputes promptly. 

7. Customer Responsibilities and Acceptable Use

7.1 General Responsibilities 

Customer is responsible for: 

1. Providing accurate and complete information necessary for SEAC to provide the Services; 

2. Maintaining the security and confidentiality of Customer’s account credentials, administrative access, and user accounts; 

3. Ensuring that Customer’s use of the Services complies with all applicable laws, regulations, and third-party agreements; 

4. Implementing and maintaining appropriate endpoint security, backup, and disaster recovery measures for Customer’s internal systems and data, except to the extent such measures are expressly included as part of the Services in a Service Order; 

5. Designating one or more authorized representatives with authority to approve changes, authorize work, and make decisions on Customer’s behalf; and 

6. Promptly notifying SEAC of any suspected security incidents, unauthorized access, or misuse of the Services. 

7.2 Acceptable Use 

Customer shall not, and shall not permit any third party to: 

1. Use the Services to transmit, distribute, or store material that is unlawful, defamatory, harassing, obscene, or otherwise objectionable; 

2. Use the Services to violate the rights of others, including intellectual property rights, privacy rights, or contractual rights; 

3. Use the Services to transmit malware, viruses, worms, ransomware, or other harmful code; 

4. Engage in any activity that disrupts, degrades, or interferes with SEAC’s network, systems, or other customers’ use of the Services; 

5. Attempt to gain unauthorized access to any systems, networks, or data not belonging to Customer; 

6. Use the Services to send unsolicited bulk email (spam) or engage in other abusive email practices; or 

7. Resell or redistribute the Services without SEAC’s prior written consent. 

SEAC reserves the right to suspend or terminate Services immediately, without prior notice, if Customer’s use violates this Section 7.2 or poses an imminent risk to SEAC’s network, systems, or other customers. 

8. Changes to Terms

SEAC may update these Commercial Terms of Service from time to time by posting the revised terms on its website (www.seacnet.com) or customer portal and providing at least thirty (30) days’ notice to Customer via email to the contact address on file or through the customer portal. The updated terms will become effective on the date specified in the notice. 

If Customer reasonably demonstrates that an update has a material adverse impact on Customer’s existing Services and SEAC does not agree to modify the updated terms for Customer, Customer’s sole and exclusive remedy shall be to terminate the affected Service(s) by providing written notice to SEAC within thirty (30) days of the effective date of the update. In such case, SEAC will credit any prepaid fees for the terminated portion of the then-current term on a pro-rata basis; no other amounts, damages, or remedies shall be due from SEAC. 

Changes to pricing, Service Order-specific terms, or SLAs will not be made through general updates to these Terms; such changes require a written amendment or new Service Order signed by both parties. 

9. Confidentiality

9.1 Definition 

“Confidential Information” means any non-public information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally, in writing, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, technical data, business plans, customer lists, pricing information, and proprietary technology. 

9.2 Obligations 

The Receiving Party shall: 

1. Use the Confidential Information solely for the purposes of performing or receiving the Services under this Agreement; 

2. Protect the Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and 

3. Not disclose the Confidential Information to any third party except to employees, contractors, and advisors who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. 

9.3 Exceptions 

Confidential Information does not include information that: 

1. Was publicly available at the time of disclosure or becomes publicly available through no breach of this Agreement; 

2. Was rightfully known to the Receiving Party prior to disclosure; 

3. Is rightfully received by the Receiving Party from a third party without breach of any confidentiality obligation; or 

4. Is independently developed by the Receiving Party without use of or reference to the Confidential Information. 

The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided it gives the Disclosing Party prompt written notice (if legally permitted) and reasonable assistance in seeking a protective order. 

9.4 Duration 

The obligations under this Section 9 shall survive termination of this Agreement and continue for a period of three (3) years from the date of disclosure, except that obligations with respect to trade secrets shall continue for as long as such information remains a trade secret under applicable law. 

10. Data Protection and Security

10.1 Data Collection and Use 

SEAC collects and processes Customer Data solely for the purpose of providing, maintaining, and improving the Services. SEAC may also collect and use technical and diagnostic information, usage statistics, and performance metrics (collectively, “Service Data”) for operational, analytical, and business purposes, including service improvement, capacity planning, and reporting. SEAC will aggregate or de-identify Service Data where practicable before using it for purposes other than direct service delivery to Customer. 

10.2 Data Security and Allocation of Responsibility 

Customer Responsibilities: Customer is solely responsible for the security of its internal networks, systems, endpoints, applications, data, and user behavior, except to the limited extent that specific security controls are expressly identified as SEAC’s responsibility in a Service Order. SEAC does not operate or manage Customer’s internal IT environment and does not guarantee that the Services will prevent all cybersecurity incidents, data breaches, or unauthorized access. Customer is responsible for: 

1. Implementing appropriate endpoint protection, access controls, and user training; 

2. Maintaining up-to-date patches, antivirus, and security configurations on Customer-managed systems; 

3. Monitoring and responding to security alerts and incidents within Customer’s environment; 

4. Providing any required privacy notices to end users and obtaining any necessary consents for the collection and processing of data through the Services; and 

5. Implementing its own backup, disaster recovery, and business continuity measures, except to the extent such services are expressly included in a Service Order. 

SEAC Responsibilities: SEAC will implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the SEAC-managed systems and infrastructure that support the Services. These measures are designed to protect against unauthorized access, use, disclosure, alteration, or destruction of Customer Data processed by SEAC. 

10.3 Security Incidents 

In the event of a confirmed security incident involving unauthorized access to or disclosure of Customer Data caused by a failure in SEAC-managed systems, SEAC will notify Customer without undue delay, and in any event within a reasonable time after SEAC confirms the incident, subject to legitimate needs of law enforcement or other legal requirements. SEAC will reasonably cooperate with Customer in investigating the incident and will take commercially reasonable steps to remediate the vulnerability. 

SEAC’s liability for any security incident involving Customer Data shall be limited to incidents caused solely by SEAC’s gross negligence or willful misconduct and shall be subject to the limitation of liability set forth in Section 13. 

10.4 Third-Party Data Processors 

SEAC may engage third-party subprocessors (e.g., cloud hosting providers, data center operators, security vendors) to assist in the provision of Services. SEAC will enter into appropriate agreements with such subprocessors to ensure they maintain substantially similar data protection and security obligations as those set forth herein. A current list of subprocessors is available upon request. 

10.5 Data Retention and Deletion 

Upon termination or expiration of the applicable Service, SEAC will retain Customer Data for a period of thirty (30) days to facilitate data retrieval or transition, unless otherwise specified in a Service Order or required by law. After such period, SEAC may delete Customer Data in accordance with its standard data retention and deletion policies. Customer is solely responsible for exporting or backing up any Customer Data it wishes to retain prior to termination. 

10.6 No Guarantee of Data Recovery 

SEAC DOES NOT GUARANTEE THE RECOVERABILITY OF ANY DATA OR SYSTEMS IN THE EVENT OF A FAILURE, DISASTER, RANSOMWARE ATTACK, OR OTHER LOSS, EXCEPT TO THE LIMITED EXTENT THAT BACKUP AND DISASTER RECOVERY SERVICES ARE EXPRESSLY INCLUDED IN A SERVICE ORDER WITH SPECIFIC RECOVERY COMMITMENTS. Customer acknowledges that it is solely responsible for implementing its own backup and disaster recovery measures unless SEAC has expressly agreed in writing to provide such services. 

11. Cyber Insurance and Risk Transfer

Customer acknowledges that cybersecurity threats, including ransomware, phishing, data breaches, and other attacks, are prevalent and evolving, and that no security measures can eliminate all risks. Customer further acknowledges that: 

1. SEAC’s financial exposure under this Agreement is strictly limited to the terms set forth in Section 13 (Limitation of Liability); 

2. Customer is responsible for obtaining and maintaining adequate insurance coverage, including cyber liability insurance, to cover risks not addressed by SEAC’s limited liability; 

3. The limitation of liability in Section 13 is a material basis of the bargain, and the pricing of the Services reflects SEAC’s limited liability; and 

4. Customer will rely on its own insurance, risk management practices, and business continuity planning to manage residual cybersecurity and operational risks. 

12. Indemnification

12.1 Customer Indemnification 

Customer shall indemnify, defend, and hold harmless SEAC, its affiliates, and their respective officers, directors, employees, agents, and subcontractors from and against any and all third-party claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: 

1. Customer’s use of the Services in violation of this Agreement or applicable law; 

2. Customer’s breach of Section 7 (Customer Responsibilities and Acceptable Use); 

3. Any claim that Customer Data or Customer’s use of the Services infringes or misappropriates the intellectual property rights of a third party; 

4. Any claim arising from Customer’s products, services, or business operations (other than claims based solely on SEAC’s provision of the Services); or 

5. Bodily injury, death, or property damage caused by Customer’s negligence or willful misconduct. 

12.2 SEAC Indemnification 

SEAC shall indemnify, defend, and hold harmless Customer from and against any third-party claims alleging that the Services, as provided by SEAC in accordance with this Agreement, infringe or misappropriate a third party’s U.S. patent, copyright, or trade secret, provided that such claim arises solely from SEAC’s gross negligence or willful misconduct. SEAC’s obligations under this Section 12.2 are contingent upon Customer: 

1. Promptly notifying SEAC in writing of the claim; 

2. Granting SEAC sole control of the defense and settlement of the claim; and 

3. Providing reasonable cooperation and assistance in the defense at SEAC’s expense. 

If the Services, or any component thereof, become or in SEAC’s opinion are likely to become the subject of an infringement claim, SEAC may, at its option and expense: 

1. Procure for Customer the right to continue using the Services; 

2. Modify or replace the Services to make them non-infringing while providing substantially similar functionality; or 

3. Terminate the affected Service and refund any prepaid fees for the terminated portion of the then-current term on a pro-rata basis. 

The foregoing states SEAC’s entire liability and Customer’s exclusive remedy for any infringement or misappropriation claims. 

12.3 Indemnification Procedure 

The indemnified party shall promptly notify the indemnifying party of any claim subject to indemnification and cooperate reasonably in the defense. The indemnifying party shall have the right to control the defense and settlement of the claim, provided that it may not settle any claim in a manner that admits liability on behalf of the indemnified party, imposes ongoing obligations on the indemnified party, or requires payment by the indemnified party, without the indemnified party’s prior written consent. 

13. Limitation of Liability

13.1 Aggregate Liability Cap 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF SEAC ARISING OUT OF OR RELATING TO ANY SERVICE, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE FEES PAID BY CUSTOMER FOR THE AFFECTED SERVICE DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 

13.2 Exclusion of Consequential Damages 

IN NO EVENT SHALL SEAC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF SEAC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED. 

13.3 Exceptions to Limitations 

The limitations set forth in Sections 13.1 and 13.2 shall not apply to: 

1. Customer’s payment obligations under this Agreement; 

2. Customer’s indemnification obligations under Section 12.1; 

3. Customer’s breach of Section 9 (Confidentiality); 

4. Claims arising from either party’s gross negligence, willful misconduct, or fraud; or 

5. Liability that cannot be limited or excluded under applicable law. 

13.4 Basis of the Bargain 

Customer acknowledges and agrees that the limitations and exclusions of liability set forth in this Section 13 are fundamental elements of the basis of the bargain between the parties, that SEAC would not provide the Services without such limitations, and that such limitations are reflected in the pricing of the Services. Customer further acknowledges that Customer will rely on its own insurance coverage, including cyber liability insurance, to manage risks not covered by SEAC’s limited liability. 

13.5 Exclusive Remedies 

Except as expressly set forth in this Agreement, the remedies provided herein are Customer’s sole and exclusive remedies for any failure by SEAC to perform its obligations under this Agreement. 

14. Warranties and Disclaimers

14.1 Mutual Warranties 

Each party represents and warrants that: 

1. It has the legal authority to enter into this Agreement; 

2. Its execution and performance of this Agreement do not violate any other agreement or obligation to which it is a party; and 

3. It will comply with all applicable laws and regulations in connection with its performance under this Agreement. 

14.2 SEAC Warranty 

SEAC warrants that it will provide the Services using personnel with appropriate skills, care, and diligence and in a manner consistent with generally accepted industry standards for similar services. 

14.3 Disclaimer of Other Warranties 

EXCEPT AS EXPRESSLY STATED IN THIS SECTION 14 AND IN ANY APPLICABLE SERVICE ORDER, THE SERVICES AND ANY SEAC EQUIPMENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SEAC DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. 

SEAC DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED. SEAC DOES NOT WARRANT THE PERFORMANCE, AVAILABILITY, OR RELIABILITY OF THIRD-PARTY SERVICES, FACILITIES, OR CARRIERS BEYOND SEAC’S REASONABLE CONTROL. 

15. Intellectual Property

15.1 Ownership of Services 

SEAC retains all right, title, and interest in and to the Services, SEAC Equipment, any software, tools, methodologies, templates, or documentation provided by SEAC, and any intellectual property rights embodied therein. Except as expressly granted in this Agreement, no rights or licenses are granted to Customer, whether by implication, estoppel, or otherwise. 

15.2 Ownership of Customer Data 

Customer retains all right, title, and interest in and to Customer Data. Customer grants SEAC a limited, non-exclusive, royalty-free license to use, copy, store, transmit, and process Customer Data solely as necessary to provide the Services and fulfill SEAC’s obligations under this Agreement. 

15.3 Feedback 

If Customer provides SEAC with any suggestions, ideas, enhancement requests, feedback, or recommendations concerning the Services (“Feedback”), Customer grants SEAC a perpetual, irrevocable, worldwide, royalty-free license to use, disclose, and incorporate such Feedback into SEAC’s products and services without any obligation or compensation to Customer. 

16. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent such delay or failure is caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, epidemics, acts of war or terrorism, civil unrest, labor disputes, power outages, telecommunications or internet failures, or government actions. The affected party shall promptly notify the other party of the force majeure event and use commercially reasonable efforts to resume performance. If a force majeure event continues for more than sixty (60) consecutive days, either party may terminate the affected Service(s) upon written notice without liability, except for payment of fees accrued prior to termination. 

17. General Provisions

17.1 Entire Agreement 

This Agreement, together with all Service Orders and other documents expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral. 

17.2 Amendments 

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless set forth in a writing signed by authorized representatives of both parties. The pre-printed terms of any purchase order, invoice, or other business form issued by either party shall have no effect and are hereby rejected. 

17.3 Assignment 

Customer may not assign, transfer, or delegate any of its rights or obligations under this Agreement without SEAC’s prior written consent, which may be granted or withheld in SEAC’s sole discretion. Any purported assignment in violation of this Section 17.3 shall be void. SEAC may assign this Agreement or any Service Order to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets upon notice to Customer. 

17.4 Notices 

All notices required or permitted under this Agreement shall be in writing and shall be deemed given: 

1. When delivered in person; 

2. When sent by email to the email address set forth in the applicable Service Order or on file in the customer portal, provided the sender receives a delivery confirmation or read receipt; 

3. Three (3) business days after being sent by certified or registered mail, postage prepaid, return receipt requested; or 

4. One (1) business day after being sent via a nationally recognized overnight courier service. 

Notices to SEAC shall be sent to: 

SEAC Network Solutions 
Attn: Legal Department 
1000 E Highway 67 Alvarado Texas 76009
Email: contact@seacnet.com

Notices to Customer shall be sent to the contact information set forth in the applicable Service Order or as updated by Customer in writing from time to time. 

17.5 Governing Law and Venue 

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Tarrant County, Texas, and each party hereby consents to the personal jurisdiction and venue of such courts. 

17.6 Severability 

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties’ intent. 

17.7 Waiver 

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought. No waiver of any breach or default shall constitute a waiver of any other breach or default, whether of the same or a different provision. 

17.8 Relationship of the Parties 

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Neither party has the authority to bind or commit the other party in any manner. 

17.9 Third-Party Beneficiaries 

Except as expressly provided herein, this Agreement is for the sole benefit of the parties and their permitted successors and assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever. 

17.10 Counterparts and Electronic Signatures 

This Agreement and any Service Orders may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures and electronically signed documents shall have the same legal effect as original signatures and manually signed documents. 

17.11 Publicity 

Neither party shall use the other party’s name, trademarks, or logos in any publicity, advertising, or promotional materials without the other party’s prior written consent, except that SEAC may identify Customer as a customer of SEAC in client lists, case studies, and similar materials, provided such use does not disclose Confidential Information. 

17.12 Compliance with Laws 

Customer shall comply with all applicable federal, state, and local laws and regulations in connection with its use of the Services, including export control laws, data protection and privacy laws, and telecommunications regulations. Customer represents and warrants that it is not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services, and that Customer is not identified on any U.S. government list of prohibited or restricted parties. 

By executing a Service Order or using the Services, Customer acknowledges that it has read, understood, and agrees to be bound by these Commercial Terms of Service.