Terms of Service

1. Definitions

• "Service" - the Seekly managed AI growth platform, its automation engines, the client portal, and the configuration, monitoring, and support Seekly provides.
• "Client Data"- information the Client provides or connects, and information Seekly processes on the Client's behalf, including the Client's business information and its end customers' personal information (names, phone numbers, emails, and booking/purchase events).
• "End Customer" - an individual customer, lead, or contact of the Client whose information is processed through the Service.
• "Integrations" - third-party platforms the Client connects to the Service, such as Google, Meta, Wix, WordPress, Twilio, and directory services.
• "Documentation" - the descriptions, dashboards, and instructions Seekly makes available for the Service.

2. The Service

Seekly provides a productized, managed service that runs local-growth automation on the Client's behalf. Depending on the plan and the modules Seekly enables, the Service may include:

• Review requests and AI-assisted review replies (reputation);
• Fast automated responses to new leads (speed-to-lead);
• Reactivation ("win-back") campaigns to lapsed customers;
• Search- and AI-optimized content and social syndication;
• Business-listing (directory) synchronization; and
• Competitor research and reporting.

Seekly is a managedservice: Seekly configures, monitors, and tunes the automations, and enables or disables modules per Client. The specific modules, locations, and scope for a Client are set out in the applicable order form or agreement. Seekly may improve, modify, or discontinue features over time; we will not make a material reduction to a paid Client's core contracted scope without reasonable notice.

Some features depend on third-party approvals outside Seekly's control (for example messaging-campaign registration and platform API access). Seekly does not guarantee the timing of those approvals.

3. Accounts and Eligibility

The Service is for businesses and business use only. The Client is responsible for:

• providing accurate, current, and complete business information;
• maintaining the security of its portal login credentials and restricting access to authorized personnel; and
• all activity that occurs under its account.

Notify us promptly at [email protected] if you suspect unauthorized use of your account.

4. Client Responsibilities

The Client's cooperation is essential to the Service. The Client agrees that it is responsible for, and represents and warrants that:

• Lawful consent to communicate.The Client has all necessary consents, permissions, and lawful bases to contact its End Customers by SMS and email through the Service, in compliance with applicable laws (including Canada's Anti-Spam Legislation (CASL) and, where applicable, laws such as the U.S. Telephone Consumer Protection Act (TCPA) and CAN-SPAM).Obtaining and maintaining this consent is the Client's responsibility, not Seekly's.Seekly provides tools to help - including opt-out ("STOP") handling, quiet hours, frequency caps, and sender identification - but the Client remains the party responsible for the messages sent on its behalf and the consent behind them.
• Accurate information. The business information the Client provides (name, addresses, hours, registration/tax identifiers, and the like) is accurate, and its customer contact information is collected and provided lawfully.
• Authority to connect Integrations.The Client owns or is authorized to connect the accounts and Integrations it links to the Service, and to authorize Seekly's access to them.
• Compliance. The Client will use the Service in compliance with applicable laws and with the terms and policies of the connected platforms (including Google, Meta, and Wix platform terms).
• Content and offers. The Client is responsible for the accuracy and legality of the offers, claims, brand voice, and guardrails it provides for use in messages and content, and for reviewing outputs it has asked to approve.
• Cooperation. The Client will provide the access, approvals, and information Seekly reasonably needs to deliver the Service.

5. Acceptable Use

The Client will not, and will not permit anyone to:

• use the Service to send messages to individuals who have not provided the necessary consent, or who have opted out;
• use the Service for unlawful, deceptive, harassing, or abusive purposes, or to send spam, or content that is fraudulent, defamatory, or infringing;
• attempt to gain unauthorized access to the Service or its systems, or interfere with or disrupt the Service;
• reverse engineer, copy, resell, or create derivative works of the Service except as permitted by law; or
• use the Service in a way that violates a connected platform's terms or that could cause Seekly or a platform to breach carrier or regulatory rules.

Seekly may suspend automations or an account to protect the Service, our other clients, connected platforms, or the public, or to comply with law or platform requirements. Where practical, we will give notice and an opportunity to cure.

6. Third-Party Platforms and Integrations

The Service works with third-party Integrations. The Client's use of those platforms is governed by the platforms' own terms and privacy policies, and the Client is responsible for its relationship with them. Seekly is not responsible for third-party platforms, their availability, their data practices, or changes they make to their APIs, terms, or policies that affect the Service. Data received through an Integration is used only to provide the Service and is handled as described in our Privacy Policy; when the Client disconnects an Integration, the related tokens are revoked where supported and deleted, and dependent features stop.

7. Messaging and Communications Compliance

The Client acknowledges that SMS messaging is subject to carrier and regulatory requirements (including A2P 10DLC campaign registration in North America), and that message deliverability and timing depend on carriers and platforms Seekly does not control. Seekly will register and operate messaging on the Client's behalf using the Client's business information, and will apply opt-out handling, quiet hours, and frequency limits. The Client remains the sender on whose behalf messages are sent and is responsible for the consent and content standards described in Section 4.

8. Fees and Billing

Fees, billing frequency, setup charges, and any usage-based costs are set out in the applicable order form, proposal, or agreement.

Unless otherwise stated in the applicable agreement:

• Fees are stated in Canadian dollars and are exclusive of applicable taxes, which the Client is responsible for;
• fees are billed in advance for the applicable period and are non-refundable except as required by law or expressly stated; and
• Seekly may change fees on renewal with reasonable prior notice.

Certain Clients may participate in a free pilot; pilot terms (including scope, duration, and case-study rights) are set out separately and otherwise governed by these Terms.

9. Intellectual Property

• Seekly's property. Seekly owns and retains all rights in the Service, including the platform, software, workflows, prompts, models of configuration, playbooks, Documentation, and all improvements, know-how, and aggregated or de-identified insights derived from operating the Service. No rights are granted except the limited right to use the Service during the term.
• Client's property. The Client owns and retains all rights in its Client Data and in the business content and materials it provides. The Client grants Seekly a non-exclusive, worldwide license to host, process, transmit, and display Client Data, and to generate and publish content and messages, solely to provide and support the Service and as otherwise permitted in these Terms and our Privacy Policy.
• Generated content.Subject to payment of applicable fees, content Seekly generates and publishes for the Client through the Service (such as blog posts and social posts) is the Client's to use. AI-generated outputs may not be unique to the Client, and the Client is responsible for content it has chosen to approve.
• Feedback. If the Client provides feedback or suggestions, Seekly may use them without restriction or obligation.

10. Confidentiality

Each party may receive confidential information of the other. The receiving party will use the disclosing party's confidential information only to perform under these Terms, will protect it with reasonable care, and will not disclose it except to personnel and service providers who need it and are bound by comparable obligations. This does not apply to information that is public through no fault of the receiving party, independently developed, rightfully received from a third party, or required to be disclosed by law (with notice where permitted).

11. Data Protection and Roles

As between the parties, the Client is the party responsible for its End Customers' personal information, and Seekly processes that information as the Client's service provider / processor, only to provide the Service and under the Client's instructions and these Terms. Seekly's handling of personal information is described in our Privacy Policy. Seekly will maintain reasonable technical and organizational safeguards (including encryption of connected-account credentials at rest, as described in the Privacy Policy). Seekly does not use Client Data or End Customer data to train its own AI models. Where a separate data processing agreement is required by applicable law, the parties will enter into one, and it will govern in the event of a conflict on data-protection matters.

12. AI-Generated Content; No Guaranteed Results

The Client understands that the Service uses automated systems and third-party AI to draft messages, replies, and content, and to extract information. These outputs can contain errors or inaccuracies. Seekly provides approval controls for sensitive actions, but the Client is responsible for outputs it approves. Seekly does not guarantee any particular result, ranking, lead volume, revenue, or return on investment.Any performance figures, projections, or "revenue recovered" estimates are illustrative and not a promise of outcomes.

13. Disclaimers

Except as expressly stated in a written agreement, the Service is provided "as is" and "as available," and Seekly disclaims all warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranty that the Service will be uninterrupted, error-free, or secure. Seekly is not responsible for third-party platforms, carriers, or AI providers, or for delays or failures caused by them. Nothing in these Terms excludes warranties or liabilities that cannot be excluded by law.

14. Limitation of Liability

To the maximum extent permitted by law:

• neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, goodwill, or data, arising out of or relating to the Service, even if advised of the possibility; and
• Seekly's total aggregate liability arising out of or relating to the Service will not exceed the fees paid by the Client to Seekly for the Service in the twelve (12) months before the event giving rise to the liability (or, where the Service is provided free of charge - including pilots - one hundred Canadian dollars (CAD $100)).

These limitations do not apply to liability that cannot be limited by law. The parties agree these limitations are a reasonable allocation of risk and a basis of the bargain.

15. Indemnification

The Client will defend, indemnify, and hold harmless Seekly and its personnel from third-party claims, damages, and costs (including reasonable legal fees) arising out of: (a) the Client's breach of these Terms; (b) the Client's lack of required consent to contact its End Customers, or its customer contact data or content; (c) the Client's violation of applicable law or a connected platform's terms; or (d) the business information, offers, and content the Client provides or approves. Seekly will notify the Client of the claim and allow the Client to control the defense, and will reasonably cooperate.

16. Term, Termination, and Effect

• Term. These Terms apply for as long as the Client uses the Service or has an active agreement. Subscription term and renewal are as set out in the applicable order form.
• Termination.Either party may terminate as provided in the applicable agreement, and either party may terminate for the other's material breach that is not cured within a reasonable notice period. Seekly may suspend or terminate for non-payment or for a violation of Section 5.
• Effect of termination.On termination, the Client's right to use the Service ends, and automations stop. Seekly will, on request and within a reasonable period, make the Client's Client Data available for export and/or return it, and will then delete Client Data from active systems, subject to legal retention requirements, standard backup cycles, and retention of messaging opt-out/suppression records and aggregated or de-identified data. Connected-account tokens are revoked where supported and deleted.
• Survival. Sections that by their nature should survive (including intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and governing law) survive termination.

17. Changes to These Terms

Seekly may update these Terms from time to time. We will revise the "Last updated" date above and, for material changes, provide reasonable notice (for example through the portal or by email). Changes take effect when posted or on the effective date stated in the notice, and continued use of the Service after that date means the Client accepts the updated Terms.

18. Governing Law and Disputes

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable there, without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the courts located in Ontario, Canada, for any dispute arising out of or relating to these Terms or the Service, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

19. General

• Entire agreement. These Terms, the Privacy Policy, and the applicable order form or agreement are the entire agreement between the parties on this subject and supersede prior discussions. If there is a conflict, a signed order form or agreement prevails over these Terms on the specific point.
• Assignment.The Client may not assign these Terms without Seekly's consent; Seekly may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets.
• Severability and waiver. If any provision is unenforceable, the rest remains in effect, and a failure to enforce a provision is not a waiver of it.
• Independent contractors. The parties are independent contractors; nothing creates a partnership, agency, or employment relationship.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.
• Notices. Notices to Seekly may be sent to [email protected]. Notices to the Client may be sent to the contact details on the account.
• English language. The parties have agreed that these Terms and related documents be drafted in English.

20. Website Use

In addition to the Service, Seekly operates the public website at seekly.ca, including free tools. The website and any free tools are provided for lawful use only, free of charge, and on an "as is" basis without any service guarantee. You agree not to scrape, reverse-engineer, or systematically extract data from the website, or to use automated tools against it in ways that degrade its availability for others.

21. Contact

Seekly
Email: [email protected]
Mailing address: 3-106 Main St., Kingston, ON K7K 3Y8, Canada
Ontario, Canada