Terms of Use Agreement

In order to access and use some aspects of the Site and Services, you will be required to create an account and establish a username and password. If you create a Seres Account, you agree to submit only accurate information about yourself and to keep the information you submit up-to-date. You agree not to impersonate anyone else. You are responsible for maintaining the security and confidentiality of your username and password, and you agree not to authorize anyone else to use your username and password. You are solely responsible for all actions taken under your account. You agree to notify Seres promptly in the event you learn of any unauthorized use of your account. By creating an account, you agree that you may receive electronic communications from Seres and its affiliates, including offers, newsletters, account notices and updates. If at any time you no longer wish to receive such electronic communications, you may opt-out by clicking the designated link in the communication.

If you purchase a service from us and file an application, we may assign a unique email address to your account for the sole purpose of enabling Seres to receive directly from the NIA the receipt number assigned to your application. You agree that Seres may use your receipt number to check your application status from time to time so that we may provide you pertinent general information about the steps in the application process.

Subject to your complete compliance with the provisions of this Agreement, you are granted a limited, non-exclusive, non-transferable, revocable license to use the Site solely in the manner authorized and intended by Seres. Any rights not expressly granted in this Agreement are expressly reserved by Seres.

When you transmit any information, content, materials or data to Seres in connection with the Services, including without limitation any information submitted for creating your account or for preparing applications and/or forms (collectively, "User Content"), you hereby grant Seres and its affiliates a non-exclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content for Seres’ internal business purposes, including but not limited to improving the Services, training algorithms and machine learning models, and developing aggregated and anonymized insights. Seres shall have no obligation to: (a) maintain any User Content you submit; (b) pay you any compensation of any kind for any User Content; or (c) respond to any User Content you submit. You represent and warrant that you own or have obtained all necessary rights and/or licenses to User Content that you submit, and that Seres’ use of such User Content does not violate or infringe upon the rights of any person or entity.

While Seres makes a large amount of information available without cost, it charges fees for some of its services ("Service Fee"). The Service Fees shall include all fees charged by any government agencies for the filing and processing of various government forms ("Government Fees"). Because government agencies change their fees from time to time, the Government Fees required to be paid at the time your application is ready to be filed may be different from the Government Fees communicated to you at the time you purchased our Services. If applicable Government Fees have increased, Seres reserves the right to require payment of the difference between the Government Fees originally communicated to you and the Government Fees required at the time your application is filed.

Upon execution of this Agreement, you will be required to provide Seres with valid, up-to-date credit card or other payment information. You authorize Seres to charge your credit card or other payment method for all Service Fee you incur as they become due and payable. You are responsible for maintaining up-to-date payment information. If we cannot charge you for Service Fee when due because your payment information is incorrect or no longer valid, or if we do not receive your payment when due, Seres will have no obligation to provide the services associated with those Service Fee.

The Service Fee (or a portion thereof) you pay Seres for providing the Services (or a portion thereof) are considered earned upon receipt.

Notwithstanding anything to the contrary in this Agreement, no refund of any portion of the Service Fee already paid by you shall be provided once Seres has commenced performance of the Services. Commencement of performance shall be deemed to occur upon the earlier of: (a) Seres’ delivery of any application materials, forms, or instructions to Client; (b) Seres’ submission of any form or document to a government agency on Client’s behalf; or (c) ten (10) business days following Seres’ receipt of payment from Client.

Notwithstanding any other provision of this Agreement or any applicable law, no action or proceeding arising out of or relating to this Agreement or the Services, regardless of form, may be commenced by Client more than twelve (12) months after the date on which the cause of action accrued. This limitation period applies to the fullest extent permitted by the Limitation Ordinance (Cap. 347) of Hong Kong.

You agree to defend, indemnify and hold harmless Seres, its affiliates, and their respective directors, officers and employees from and against any and all claims, damages, costs and expenses, including attorneys’ fees, arising from or related to your breach of this Agreement, your improper use of the Services, or your breach of any applicable law or infringement of the rights of a third party. Seres shall have the right to participate in the defense of any such claim, at its own cost. You may not settle or negotiate any claim that results in liability to, or imposes any obligation upon, Seres, financial or otherwise, without the written consent of Seres.

You shall not, and shall procure that your immediate family members shall not, make any negative, disparaging, or critical statements, whether orally or in writing, about Seres, its officers, employees, agents, or services on any public forum, social media platform, review site, or to any third party. Any such statement shall be deemed a material breach of this Agreement, entitling Seres to terminate this Agreement immediately and retain all Service Fee paid. Seres may also seek injunctive relief and damages in accordance with Section 13 of this Agreement. This clause shall survive termination of this Agreement.

You agree that Seres shall have no liability to any third party, including without limitation any family member, employer, business partner, or agent of yours, arising out of or relating to the Services. You shall indemnify Seres against any and all claims brought by any such third party.

You consent to receive communications from Seres electronically, and you agree that all agreements, notices, disclosures and other communications that Seres provides to you electronically, via email, satisfy any legal requirement that such communications or agreements be in writing, including those under the Electronic Transactions Ordinance (Cap. 553 of the laws of Hong Kong).

You may not assign your rights under this Agreement without the prior written permission of Seres and any attempt by you to do so shall be null and void. Seres may assign this Agreement without Client’s consent to any affiliate or to any successor in interest in connection with a merger, acquisition, or sale of all or substantially all of its assets.

The waiver of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.

If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. If any provision is held to be invalid or unenforceable to any extent, the parties agree that the court or arbitrator shall replace such provision with a valid and enforceable provision that most closely approximates the original intent and economic effect of the invalid or unenforceable provision.

No amendment or modification to this Agreement shall be effective unless made in writing and signed by both parties. Any such amendment shall be appended to this Agreement as an addendum.

This Agreement will be construed in accordance with and governed exclusively by the laws of Hong Kong.

This Agreement, including all agreements referred to and incorporated herein, sets forth the entire understanding and agreement between you and Seres, and supersedes any and all other oral or written agreements or understandings between the parties. Notwithstanding the foregoing, in the event of any conflict, inconsistency, or discrepancy between the terms of this Terms of Use Agreement and any Services Agreement between you and Seres, the terms of such Services Agreement shall govern and control with respect to the provision of the Services and payment of the Service Fee.

Client acknowledges that it has not relied on any representation, warranty, or statement not expressly set forth in this Agreement in entering into this Agreement.