SPECIAL SOFTWARE TERMS

Last Updated: January 26, 2024

The following terms are only applicable to the specific product features described below, which may include products/add-ons purchased by Customer to upgrade its Subscription Services.

SEISMIC CONTENT – Email Blast and Templates. Upon purchase, Customer is entitled to up to 250,000 emails per year at no additional cost. Additional Email Blast emails in increments of 250,000 per year for $5,000 per increment can be purchased based on anticipated volume. In the event that Customer purchases additional Email Blast increments in subsequent Service Term(s) and does not exhaust the full 250,000 Email Blast email increment(s) during such subsequent Service Term(s), then (i) Customer will not be entitled to any refund of unused Email Blast emails; and (ii) any unused Email Blast email increments will not roll over into the following Service Term.
SEISMIC CONTENT – Interactive Content Bundle. Upon purchase, Customer agrees to have access to the Integrated Content Bundle offered by Seismic. For the purposes of this Agreement and in relation to the Interactive Content Bundle, “Microapps” means the integrated subscription microapp software services, and “LiveContent” means the Seismic technology that automatically converts rich media PowerPoint presentations into HTML to deliver purpose-built presentations online. “Interactive Content Bundle” means the add-on offering inclusive of both the Microapps and LiveContent, provided and delivered through the Seismic Services.
SEISMIC CONTENT – Edit with Office Online. Edit with Office Online is powered by Microsoft 365 for the web, a Microsoft service. Use of Microsoft 365 for the web is subject to Microsoft’s terms of use and privacy policy. Use of Microsoft 365 for the web through Seismic is not authorized for customers who are: (i) United States Federal, State, Local, or Tribal governments; or (ii) contractors holding or processing data on behalf of the US Government who need to comply with FedRAMP, export control, IRS 1075 or CJIS obligations. Customer’s use of Microsoft 365 for the web in violation of these restrictions constitutes a material breach of Microsoft’s terms of use and privacy policy as well as Customer’s agreement with Seismic.
SEISMIC CONTENT – Meetings.
1. Customer Meeting Requirements. Customer represents and warrants that it will conduct all meetings in accordance with all applicable laws, regulations, and industry guidelines, including without limitation all laws relating to call recordings and the collection, storage, and processing of video recordings, audio recordings, and data associated with such recordings as described in Seismic’s technical documentation. Without limiting the foregoing, as between Customer and Seismic, Customer is solely responsible for ensuring that any notifications, consents, or other information required to be provided to or obtained from meeting participants in order for a recording of the meeting to be lawfully made and transmitted to Seismic and its third-party data processors for storage and processing on Customer’s behalf (collectively, “Notices”) are provided and collected in accordance with all applicable laws, regulations, and industry guidelines. Customer shall configure its meeting platform (e.g., Zoom, Teams, etc.) to properly provide and/or capture such Notices prior to deploying Seismic for Meetings. For clarity, and notwithstanding anything else in the Agreement, Seismic does not warrant that customer’s use of Seismic for Meetings shall be in compliance with, nor that Seismic for Meetings enables Customer’s compliance with, any laws, regulations, or industry guidelines that may be applicable to Customer’s business. Customer shall not use nor permit the use of Seismic for Meetings for personal or household use.
2. Meeting-Specific Indemnification. In addition to any indemnification obligations set forth in the Agreement, Customer shall fully defend, indemnify, and hold Seismic (together with its directors, officers, employees, contractors, agents, and representatives) harmless from and against any claim, proceeding, investigation, penalty, fine, settlement, cost, liability, expense, or other damages arising out of or relating to (a) Customer’s violation of the obligations set forth in the previous paragraph, or (b) any allegation that a Notice did not meet applicable laws, regulations, or guidelines with respect to Seismic’s use of the applicable meeting recording data for the purposes of and scope contemplated by the Agreement.
3. Liability Terms. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE FOREGOING CUSTOMER INDEMNIFICATION OBLIGATIONS ARE NOT SUBJECT TO AND SHALL NOT BE LIMITED BY ANY LIMITATIONS ON LIABILITY OR LIABILITY CAPS SPECIFIED IN THE AGREEMENT, EVEN IF SUCH LIMITS EXPRESSLY REFER TO INDEMNIFICATION OBLIGATIONS GENERALLY.
SEISMIC LEARNING – Coaching.
1. In the event that Customer chooses to enable Automated Analysis for any practice question within a lesson, Customer shall provide appropriate anti-bias training and usage guidelines to its Users to ensure that the results of such Automated Analysis are not used in a manner that is, or has the effect of being, biased, discriminatory, illegal, or otherwise offensive. Customer shall ensure that all employment decisions for which Automated Analysis is used as a contributed factor include human oversight and final decisionmaking. Customer shall not use (not permit its Users to use) Automated Analysis as the sole input for employment decisions, as the most heavily-weighted factor in any employment decisions, or in any manner that overrules conclusions regarding employment decisions that are derived from other factors. Customer shall not use or permit the use of Coaching for personal or household use.
2. In addition to any indemnification obligations set forth in the Agreement, Customer shall fully defend, indemnify, and hold Seismic (together with its directors, officers, employees, contractors, agents, and representatives) harmless from and against any claim, proceeding, investigation, penalty, fine, settlement, cost, liability, expense, or other damages arising out of or relating to (a) Customer’s violation of the obligations set forth in the previous paragraph, or (b) any allegation that Customer’s use of Automated Analysis violates any law, regulation, or industry guideline (including, without limitation, those relating to the responsible and ethical adoption of automated intelligence and machine learning).
3. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE FOREGOING CUSTOMER INDEMNIFICATION OBLIGATIONS ARE NOT SUBJECT TO AND SHALL NOT BE LIMITED BY ANY LIMITATIONS ON LIABILITY OR LIABILITY CAPS SPECIFIED IN THE AGREEMENT, EVEN IF SUCH LIMITS EXPRESSLY REFER TO INDEMNIFICATION OBLIGATIONS GENERALLY.
PERCOLATE BY SEISMIC – Relay Services. Relay is powered by Workato and shall be governed by the terms below.
1. Customer Data. Customer shall retain all right, title and interest in and to all documents, messages, graphics, logos, images, files, data and other information transmitted by Customer through Relay (“Customer Relay Data”), provided, however, that the Customer hereby grants to Seismic and Workato a worldwide, royaltyfree, fully sub-licensable, non-exclusive license to use the Customer Relay Data solely for the purposes of providing Seismic’s product and the underlying Workato Services to the Customer. Seismic and Workato may use non-identifiable and aggregated data, meta-data and usage statistics compiled in connection with Customer’s usage of the Workato Services for the purposes of implementing, maintaining and improving Seismic’s product and the underlying Workato Services.
2. Recipes and Connectors. Except for any Recipes or Connectors created by Customer, Workato will own and retain all right, title, and interest in and to the Recipes or the Connectors and all derivatives thereto on the Workato Service. Customer is granted a non-exclusive license to make, use, and share Recipes and Connectors with other Workato users. Neither Workato nor Seismic has any right to resell or reuse any Recipe or Connector created by Customer that is marked private. Customer grants Workato an irrevocable, perpetual, transferable and sublicensable and worldwide license under any rights Customer owns in the Recipes and Connectors created by Customer that are marked public, to use, modify and distribute such Recipes and Connectors. Customer further agrees that Customer will not assert any claim or prosecute any action against Workato or any of Workato’s customers for infringement or misappropriation of any Recipes or Connectors created by Customer based on or arising from Recipes and Connectors that are developed by Workato or its customers which are similar to or the same as any Recipes and Connectors created by Customer, subject to compliance with the restrictions on use of Customer’s confidential information contained in this Agreement. Rights to use Recipes and Connectors not created by Customer will continue as long as Customer has an active subscription to the Workato Service.
SEISMIC LIVESOCIAL
1. LiveSocial can be used to identify and suggest content for posting to Users’ social media accounts. As between Customer and Seismic, Customer is solely responsible for ensuring that Users are made aware of best practices for creating and publishing social media posts in compliance with all applicable laws, regulations, and guidelines, including, without limitation, laws relating to bias, discrimination, insider trading, and fair business practices.
2. Customer may not use LiveSocial (a) for any use prohibited by applicable law, regulation, government order, or decree, or that violates the rights of others, (b) to generate or publish content that expresses or promotes hate, harassment, or violence, exploits or harms any person, encourages self-harm, presents illegal, sexual, political, harmful, false, deceiving or misleading information, misuses personal data, or contains malware, unsolicited bulk content, ransomware, or viruses; or (c) in a way that infringes, misappropriates, or violates any third party rights.
3. Seismic uses technology provided by Microsoft Azure OpenAI (“Azure AI”) to provide certain of the LiveSocial features. Customer must not use Azure AI in a manner that violates its Code of Conduct, including the Acceptable Use Policy referenced therein.
4. WARRANTY DISCLAIMER. NOTWITHSTANDING ANYTHING TO THE CONTRARY, CONTENT SUGGESTIONS MADE BY LIVESOCIAL ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND. CUSTOMER UNDERSTANDS THAT CUSTOMER SHOULD NOT RELY ON FACTUAL ASSERTIONS IN CONTENT SUGGESTIONS WITHOUT INDEPENDENTLY FACT CHECKING THEIR ACCURACY. IN ADDITION, CONTENT SUGGESTIONS MAY NOT REFLECT CUSTOMER’S BELIEFS, POSITIONS, OPINIONS, OR VIEWS, AND MAY BE OFFENSIVE, INNACCURATE, INCOMPLETE, OR OTHERWISE INAPPROPRIATE FOR CUSTOMER’S USE CASE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, SEISMIC IS NOT RESPONSIBLE FOR ANY CLAIMS OR LEGAL DISPUTES ARISING FROM CUSTOMER’S USE OF ANY CONTENT SUGGESTIONS. CUSTOMER IS SOLELY RESPONSIBLE FOR EVALUATING THE CONTENT SUGGESTIONS AND FOR ANY DECISIONS CUSTOMER TAKES WITH RESPECT THERETO, INCLUDING DECISIONS TO PUBLISH, SHARE, DISTRIBUTE, OR ACT ON INFORMATION CONTAINED THEREIN.
SEISMIC LIVESOCIAL – SMS
1. Customer may install, enable or access third party software for use with the Services (“Third-Party Software”) and the Services may contain features designed to interoperate with the Third-Party Software. To use such features, Customer may be required to obtain access to Third-Party Software and/or may be required to grant Supplier access to its account(s) on the Third-Party Software. Seismic does not endorse, is not responsible or liable for, and makes no representations as to any aspect of such Third-Party Software. Seismic cannot guarantee the continued availability of any Third-Party Software, and if the provider of Third-Party Software ceases to make such Third-Party Software available for interoperation, Seismic may cease providing those service features without entitling Customer to any refund, credit, or other compensation.
2. Customer grants Seismic permission to allow the provider of such Third-Party Software to access Customer’s Content as required for the interoperation of such Third-Party Software with the Services. Customer irrevocably waives any claim against Seismic with respect to any Third-Party Software. Seismic shall not be liable for any damages or loss caused or alleged to be caused by or in connection with Customer’s enablement, access or use of any Third-Party Software, or Customer’s reliance on the privacy practices, data security practices or other policies of any Third-Party Software.
3. “SMS Services” means the Services provided by Seismic enabling Customer’s Users to communicate via a Short Message Service.
4. Telephone numbers: Customer acknowledges that to use the SMS Services, a unique telephone number must be provided for each User. Customer agrees that Customer is solely responsible for purchasing and provisioning all phone numbers necessary to accommodate Customer’s Users and Customer has all necessary rights to use such telephone numbers. Customer agrees that Seismic shall have no liability for errors, malfunctions or disruptions of the SMS Services attributable to Customer’s failure to properly provision telephone numbers for Customer’s Users. Such telephone numbers shall be considered ThirdParty Software.
5. Telecom provider: Customer acknowledges that use of the SMS Services requires an integration with a telecom provider. Customer agrees that Customer must purchase SMS telecommunications services from a telecom provider and is responsible for provisioning a telecom provider suitable for integration with the SMS Services. Customer acknowledges that Seismic cannot guarantee availability of Customer’s preferred telecom provider. Such telecom provider shall be deemed a Third-Party Software.
6. Compliance with laws; acceptable use: Customer is solely responsible for its activities and the activities of its Users in connection with the SMS Services. Customer is solely responsible for ensuring its use of the SMS Services complies with applicable laws and regulations including, but not limited to, the US Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, the Telephone Consumer Protection Act of 1991, Canada’s Anti-Spam Legislation, the European Union’s General Data Protection Regulation, the EU ePrivacy Directive and its implementing national legislation, California Consumer Privacy Act and Canada’s Personal Information Protection and Electronic Documents Act. Use of the SMS Services by Customer’s Users shall be governed by and subject to the conditions of Seismic’s SMS Acceptable Use Policy, the current version of which can be viewed: SMS Acceptable Use Policy.
7. Liability; Indemnification: Customer acknowledges and agrees that the transmission of the SMS messages in connection with the SMS Services will be transmitted via radio waves or by some other method outside of Seismic’s control as determined by the telecom provider, and that due to the nature of SMS messaging, Seismic shall have no responsibility for, or any liability while an SMS message is in transit. For avoidance of doubt, any breach of security of an SMS in transit is between Customer and the telecom provider. Customer agrees that Seismic shall have no liability for content shared by Customer’s Users via the SMS Services. To the fullest extent permitted by applicable law, Customer agrees to indemnify and hold Seismic and its officers, employees and agents harmless from all damages, liabilities, settlements, attorneys’ fees and costs payable arising from or in any way related to any unaffiliated third-party claims relating to Customer’s use of the SMS Services, including any violation of these Special SMS Terms. Such indemnification is subject to the procedures and exceptions contained in the Agreement.
ALL PRODUCTS/PLATFORMS – AI/ML Features
1. Applicability; Definitions.
  1. These AI Terms & Conditions apply to your access and use of any AI/ML Feature(s). Any capitalized terms used and not defined herein have the same meanings as given in the Seismic Terms of Service. In these AI Terms & Conditions, “you” means the Seismic customer entity that you represent.
  2. “AI/ML Features” means any features or functionality embedded or enabled or otherwise made available by Seismic in connection with the Subscription Services that utilize artificial intelligence and/or machine learning data models.
2. Model Training & Data Usage.
  1. Seismic will not share Customer Content with third parties for the purpose of using, or otherwise permit others (including our model providers) to use, your Customer Content to train the machine learning models used to provide the AI/ML Features.
  2. Artificial intelligence and machine learning models can improve over time to better address specific use cases. Accordingly, we may (a) use voluntary feedback you provide to us (such as giving a thumbs up or thumbs down to an AI-generated suggestion) to improve our models; and (b) use Customer Content and other data we collect from your use of the AI/ML Features to custom-train a model for use solely with your Seismic tenant(s), in which case the applicable custom-trained model would not be accessible to other Seismic customers.
3. Ownership. Any data that you input to the AI/ML Features, together with any suggestions, results, or other output generated and returned by the AI/ML Features in response to an action taken by you (such as providing input or initiating a query) (“Output”), is your Customer Content. As between the parties, you own and are responsible for all Customer Content. Due to the nature of machine learning, Output may not be unique across users and the AI/ML Features may generate the same or similar Output for other parties. For example, you may provide input to an AI/ML Feature such as “Generate a list of key sales skills” and receive Output such as “Key sales skills include communication, prospecting, and product knowledge.” Other users may also ask similar questions and receive the same or similar responses. Responses that are requested by and generated for other users are not considered your Customer Content.
4. Responsible AI Use.
  1. As between you and Seismic, you are solely responsible for ensuring that Users are made aware of best practices for using AI/ML Features and use AI/ML Features in compliance with all applicable laws, regulations, and guidelines, including, without limitation, laws relating to bias, discrimination, fairness, and privacy.
  2. You must not use the AI/ML Features (a) for any use prohibited by applicable law, regulation, government order, or decree, or that violates the rights of others, (b) to generate content that expresses or promotes hate, harassment, or violence, exploits or harms any individual, encourages self-harm, presents illegal, sexual, political, harmful, false, deceiving or misleading information, misuses personal data, or contains malware, unsolicited bulk content, ransomware, or viruses; or (c) in a way that infringes, misappropriates, or violates any third party rights.
  3. Seismic uses technology provided by Microsoft Azure OpenAI (“Azure AI”) to provide certain of the AI/ML Features. You must not use Azure AI in a manner that violates its Code of Conduct, including the Acceptable Use Policy referenced therein.
5. WARRANTY DISCLAIMER. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE AI/ML FEATURES, TOGETHER WITH ALL OUTPUT, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOUR USE OF THE OUTPUT IS AT YOUR SOLE RISK. YOU UNDERSTAND THAT YOU SHOULD NOT RELY ON FACTUAL ASSERTIONS IN OUTPUT WITHOUT INDEPENDENTLY FACT CHECKING THEIR ACCURACY. OUTPUT THAT APPEARS ACCURATE BECAUSE OF DETAILS OR SPECIFICITY MAY STILL CONTAIN MATERIAL INACCURACIES. SEISMIC CANNOT DYNAMICALLY RETRIEVE INFORMATION, AND OUTPUT MAY NOT ACCOUNT FOR EVENTS OR CHANGES TO UNDERLYING FACTS OCCURRING AFTER THE AI MODEL WAS TRAINED. IN ADDITION, OUTPUT MAY NOT REFLECT YOUR BELIEFS, POSITIONS, OPINIONS, OR VIEWS, AND MAY BE OFFENSIVE, INNACCURATE, INCOMPLETE, OR OTHERWISE INAPPROPRIATE FOR YOUR USE CASE. MOREOVER, OUTPUT MAY INCORPORATE OR RESEMBLE THIRD-PARTY INTELLECTUAL PROPERTY. YOU UNDERSTAND THAT IF YOU USE THE AI/ML FEATURES TO CREATE OUTPUT THAT INFRINGES UPON THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS, YOU MAY BE SUBJECT TO LEGAL ACTION BY THE RIGHTS HOLDER. NOTWITHSTANDING ANYTHING TO THE CONTRARY, SEISMIC IS NOT RESPONSIBLE FOR ANY IP INFRINGEMENT CLAIMS OR LEGAL DISPUTES ARISING FROM YOUR USE OF ANY OUTPUT. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING THE OUTPUT AND FOR ANY DECISIONS YOU TAKE WITH RESPECT THERETO, INCLUDING DECISIONS TO PUBLISH, SHARE, DISTRIBUTE, OR ACT ON INFORMATION CONTAINED IN THE OUTPUT.