Terms of Service
Last Updated
Jan 26, 2026
These Sera Service Terms ("Service Terms") apply to any use of Sera's Services and together with an Order Form, Subscription Plan terms, Sera's privacy policy, Sera's data processing addendum, other applicable documents and policies as listed in the Service Terms or on Sera's website, and other Schedules (if any) form an agreement between Sera and the Customer ("Agreement") setting out the terms and conditions under which Sera offers access to and Customers and Users may access and use Sera's Al-based sales lead generation, email generation, and email correspondence services application made available by Sera over the internet as a service ("Application"), and related services offered by Sera.
By subscribing to any paid Subscription Plan, signing up to a discounted pilot or limited trial (availability and duration of which is subject to Sera's discretion) or otherwise accessing or using the Application, you acknowledge and agree that you have entered into a binding Agreement between Sera and you as a Customer, subject to these Service Terms and other terms, documents, and policies governing the Agreement.
1. DEFINITIONS
Capitalised terms in these Service Terms shall have the following meaning:
1.1. Administrative User - a User with access to administrative features of the Services, e.g. add and remove Users, manage Users' access levels, upgrade or downgrade Subscription Plans, activate or cancel Subscription Plans etc.
Affiliate -any person, firm or corporation which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control of or with Sera or the Customer accordingly, whereas control shall be defined as having the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the relevant person, whether through the ability to exercise voting power, by contract or otherwise. "Controlling" and "Controlled" have meanings correlative thereto.
1.3. Agreement - the Agreement between Sera and the Customer for the use of Services.
1.4. Application - means Sera's proprietary web-based application that provides over the internet access to the Services, hosted by Sera's third-party cloud services provider(s) and made available to the Customer and authorised Users subject to the terms and conditions of the Agreement.
1.5. Assigned Domain - any email domain and associated mailboxes created, configured, and provided by Sera to Customer for use in connection with the Services, including all subdomains, email addresses, and sending infrastructure associated therewith.
1.6. Business Hours - as defined in Section 7.1 of these Service Terms.
1.7. Confidential Information - any information disclosed by a Party to the other Party, directly or indirectly, which, (i) if in written, graphic, machine-readable or other tangible form, is marked as "confidential" or "proprietary," (ii) if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the receiving Party to be "confidential" or "proprietary" within 30 days of such disclosure, (il) is specifically deemed to be confidential by the terms of the Agreement (including Customer Data), or (iv) reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself, including the terms and conditions of a specific Agreement.
1.8. Customer - a person that has entered into an Agreement with Sera concerning the use of the Services.
1.9. Customer Data - means all data and materials provided by the Customer or its Users to Sera through the Application, as well as all data regarding the Customer, its Users or end customers processed through the Application in the course of provision of Services, for use in connection with the Services, excluding any aggregated, anonymised, or derived data created by Sera that does not identify the Customer, its Users or end customers. Customer Data is regarded as Confidential Information. Customer Data does not include Service Data.
1.10. Documentation - any documentation provided or made available by Sera to the Customer or Users regarding the use or operation of the Services, including the Services' technical specifications, user manual, training materials, etc.
1.11. Fees - all amounts payable by the Customer to Sera under the Agreement, including the Subscription Fee and any other fees or charges for usage in excess of the applicable Subscription Plan limits, setup, training, customisation, integration, or other agreed services.
1.12. Force Majeure - as defined in Section 12 of these Service Terms.
1.13. Intellectual Property Rights or IPR - mean all intellectual and industrial property rights and similar rights of whatever nature anywhere in the world whether currently existing or coming into existence at some future time and all rights pertaining thereto, whether recorded or registered in any manner or otherwise, including (but not limited to) any copyrights and related rights, industrial design rights and other design rights, registered designs, moral rights, patents, utility models, inventions (whether or not patentable), trademarks, service marks, database and software rights, rights to layout-designs of integrated circuits, trade secrets, know-how, confidential information, business names, trade names, trade dress, brand names, domain names and all other legal rights anywhere in the world protecting such intangible property including, where applicable, all renewals, extensions and applications for registration, the right to apply for registration and the right to sue for damages for past and then-current infringement in respect of any of the same.
1.14. Order Form - means the ordering document, online sign-up page, or other ordering process (including through the Customer's account in the Application) specifying the Subscription Plan, applicable Fees, Subscription Period, and any other agreed terms for the provision of the Services, as agreed between the Customer and Sera.
1.15. Output - means any data, information, leads, contact details, email contents or other material generated, derived, or obtained through the Services.
1.16. Parties - Sera and the Customer jointly.
1.17. Party - Each of Sera and the Customer individually.
1.18. Permitted Use - means Customer's internal business use of the Services solely to conduct Customer's own direct business-to-business sales, marketing, and business development activities.
1.19. Restricted Use - means any use of the Services outside the Permitted Use, including any commercial or profit-making use of the Outputs. Restricted Use includes, without limitation: (i) creating or supplying databases, datasets, contact lists, or lead-generation tools; (ii) selling, licensing, or sharing data based on or including Outputs with third parties; (iii) using data based on or including Outputs to build marketing lists or data products; (iv) integrating data based on or including Outputs into any system or platform for resale or redistribution; or (v) preparing or modifying data based on or including Outputs for any of the above purposes.
1.20. Schedule - any written document attached to an Agreement.
1.21. Sending Policy - means the email sending requirements, restrictions, and acceptable use standards set forth in Section 4 of the Service Terms, as may be updated by Sera from time to time in its sole discretion.
1.22. Sera - Sera Leads OÜ, an Estonian limited liability company, commercial register code 16976269, registered address Kentmanni tn 6-6, 10116 Tallinn, Estonia.
1.23. Service Data - means any technical Service performance related data generated by the Application or Services relating to email sending, deliverability, performance, and system usage.
1.24. Service Terms - These Sera Service Terms.
1.25. Services - Sera's Al-based sales lead generation, email generation, and email correspondence services and possible related services provided by Sera to the Customer and authorised Users through the Application, subject to the terms of the Agreement, including all modifications, updates, new versions, services, or features, as may be introduced in full discretion of Sera from time to time.
1.26. Subscription Fee - the monthly or annual recurring prepaid fee payable by the Customer to Sera for the provision of Services during each Subscription Period. Additional Fees may apply as set out in the Subscription Plans or elsewhere e.g. for use in excess of applicable usage limits. Subscription Plans and Fee rates are available on Sera's website and are subject to amendments from time to time.
1.27. Subscription Period - each monthly or yearly period during which the Customer is subscribed to the Services, subject to prepayment of the Subscription Fee for each Subscription Period. Each Subscription Period automatically renews for recurring successive monthly or yearly periods as per the terms of the Subscription Plan, each beginning on the same calendar day as the initial Subscription Period until terminated in accordance with the Agreement.
1.28. Subscription Plan - means the tier, scope, and features of the Services, including applicable usage limits,
Subscription Period, and Fees, as selected by the Customer.1.29. User - an individual duly authorised to access the Application on behalf of the Customer, including each Administrative User. Each individual designated to have access to the Application is regarded as a separate User.
The sharing of one access between multiple Users is prohibited.
2. APPLICATION AND SERVICES
2.1. Subject to the terms and conditions of the Agreement, the Customer and its authorised Users have a non-exclusive, non-assignable, non-transferrable, non-sub-licensable, worldwide right to access and use the Services over the internet during each valid Subscription Period.
2.2. As part of the Services, Sera shall create, configure, and assign one or more email domains and associated mailboxes to Customer for use in sending emails through the Application. The number of Assigned Domains and mailboxes available to Customer shall be determined by Customer's Subscription Plan.
2.3. Sera reserves the right to unilaterally replace and reassign any domain names included in the Assigned Domains to the Customer at any time in order to improve the performance, deliverability, or reliability of the Services. Sera shall use reasonable efforts to notify the Customer of any such replacement or reassignment in advance, where practicable.
2.4. Sera reserves the right to make unilateral modifications in the functionality and features of the Application and the Services at any time. Unless such modifications or updates are required due to changes in legal acts or regulatory requirements, Sera shall aim not to make any modifications or updates to the Application or the Services that will materially reduce the core functionality of the Application. Nevertheless, as Sera is continuously developing the Services, the Customer agrees that the Services may change from time to time, and that Sera gives no warranty, representation or other commitment in relation to the continuity of any functionality of the Services.
2.5. Third-party technology and/or services (including technology and services of large language model service providers, Al service providers, integration aggregators, machine translation and transcription service providers, and cloud hosting providers) are used in the provision of the Services. Availability, performance, and behaviour of such third-party technology are subject to the terms, policies, and technical limitations of the relevant third-party providers.
2.6. The Customer acknowledges and agrees that the Services use artificial intelligence (including large language models) and machine learning technologies to generate Outputs. The Customer understands and accepts that: (i) Outputs are generated automatically by Sera's third-party service providers, may be inaccurate, incomplete, outdated, misleading, or otherwise erroneous, and are not separately reviewed or verified by Sera; (ii) the Customer is solely responsible and liable for reviewing and validating all Outputs before use and for all decisions, actions, communications, and results based on Outputs; and (iii) the use of Outputs is solely at the Customer's own risk. To the fullest extent permitted by applicable law, Sera disclaims any liability arising from or in connection with the use of, or reliance on, any Outputs.
2.7. The Customer acknowledges and agrees that Outputs are not unique or exclusive to the Customer. Outputs provided to the Customer may be similar or identical to Outputs provided to other customers of Sera. The Customer has no right to claim exclusivity over any Outputs and understands that Sera may provide similar or identical Outputs to multiple customers.
2.8. Nothing in the Agreement shall be construed as a transfer of title, ownership, or interest in any Intellectual Property Rights of Sera or any Affiliate of Sera or any other third party related to the provision of the Services. The aforementioned persons retain all title, ownership, and interest in any of their Intellectual Property Rights, including without limitation Intellectual Property Rights related to all Services and the Application (together with any and all modifications, improvements, fixes, updates, upgrades whether at Sera's own initiative or if requested by a Customer etc.), and anything developed and delivered by the aforementioned persons under the Agreement.
Should any Intellectual Property Rights created by or on behalf of Sera in provision of the Services or otherwise fulfilling the Agreement or exercising any rights thereunder at any time vest in the Customer, it is regarded that the Customer has without the right for any compensation assigned to Sera the full title and ownership to such Intellectual Property Rights to the maximum extent possible under applicable law.
3. CUSTOMER'S OBLIGATIONS
3.1. Customer shall use the Services only in accordance with the Permitted Use and the Sending Policy and shall not engage in any Restricted Use. Customer shall comply with all applicable laws and regulations in connection with its use of the Services and shall ensure it holds all permits and authorisations necessary for its business activities.
3.2. Customer may share Outputs only with its employees, contractors, and service providers where necessary for the Permitted Use, provided they are bound by written confidentiality and data-processing obligations at least as protective as those in this Agreement.
3.3. For the avoidance of doubt, while Customer retains ownership of Customer Data as set out in Section 5.3, such ownership does not include any right to resell, redistribute, or otherwise commercialise any Outputs or data obtained through the Services (which is regarded as Restricted Use, see definition).
3.4. Customer shall ensure it has a lawful basis for entering and processing any Customer Data in the Application and for any processing carried out through the Services. Customer remains solely responsible for the accuracy, legality, and integrity of all Customer Data.
3.5. Customer is solely responsible for: i) the use of any Assigned Domains and associated mailboxes; (ii) all emails sent through the Services; and (iii) ensuring that all email content, recipient lists, and sending practices comply with the Sending Policy, this Agreement, and all applicable legislation, including without limitation the EU General Data Protection Regulation (EU) 2016/679 (GDPR), EU Directive 2002/58/EC on privacy and electronic communications (as amended), and any corresponding implementing national legislation, as well as any other applicable anti-spam, data protection, and privacy laws; and (iv) maintaining accurate sender information and reply-to addresses and promptly responding to all recipient enquiries, complaints, and unsubscribe requests.
3.6. Customer obliges to obtain and maintain all necessary consents, permissions, and lawful bases required to send emails to each recipient. Sera does not obtain consents, provide privacy notices, or take any action to establish a lawful basis for Customer's communications.
3.7. The Customer shall not, and shall not permit anyone under its control to: (i) copy, reproduce, or republish the Services or the Application; (ii) make the Services or Application available to any person other than authorised Users and its end customers in duly using the Services; (ili) modify, adapt, translate, or create derivative works based upon the Services or the Application; (iv) remove, modify, or obscure any copyright, trademark, or other proprietary notices contained in the Services or the Application; (v) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Application, except to the extent expressly permitted by applicable law; (vi) circumvent or attempt to circumvent any access control, security, or technical limitation in the Services or Application; (vii) access or use the Services or Application in order to develop, or to assist any third party in developing, a similar or competitive product or service; (viii) use the Services or Application in any manner that violates applicable law or regulation; (ix) use the Services in any manner that exceeds the usage limits, sending volumes, or other restrictions set forth in Customer's Subscription Plan, or use the Services in a manner that Sera reasonably determines to be excessive, abusive, or inconsistent with normal business usage patterns.
3.8. The Customer and its Users shall be responsible for maintaining the confidentiality and security of all login credentials, including usernames and passwords, associated with access to the Services. The Customer shall ensure that only authorised Users have access to such credentials. The Customer shall: (i) notify Sera immediately of any unauthorised use of any password or user ID or any other known or suspected breach of security with regard to the Services or the Application, (ii) report to Sera immediately and use reasonable efforts to stop any unauthorised use of the Services that is known or suspected by the Customer or any User, and (iii) not provide false identity information to gain access to or use the Services.
3.9. The Customer shall provide commercially reasonable information and assistance to Sera as may be requested by Sera from time to time to enable Sera to deliver the Service or to fulfil applicable legal obligations and requirements.
3.10. Customer represents and warrants that: (i) Customer is not located in, organised under the laws of, or ordinarily resident in any country or territory subject to comprehensive EU, U.S., or UN sanctions; (ii) Customer is not identified on any EU, U.S., or UN sanctions list; and (ili) Customer will not use the Services in violation of any export control or sanctions laws. Customer shall indemnify Sera for any violations of this provision.
3.11. Each User shall be required to use and is liable for using the Services in accordance with the Agreement by following the obligations and restrictions applicable to the Customer. The Customer warrants and procures that all its Users shall at all times act in accordance with the Agreement. All actions and omissions of a Customer's Users shall also be regarded as the Customer's actions and omissions for which the Customer is liable.
4. SENDING POLICY
4.1. Customer shall not use the Services to send any emails that: (i) contain false or misleading sender or subject details; (ii) omit accurate sender information, postal address, or, if required, unsubscribe link; (iii) ignore unsubscribe requests; (iv) include unlawful, offensive, or deceptive content; (v) contain malware or phishing; (vi) infringe third-party rights; (vii) impersonate others; (vili) are sent for or on behalf of third parties; (ix) otherwise breach applicable laws or standards; or (x) are reasonably determined by Sera to be unsuitable, inappropriate, or likely to harm Sera's reputation, systems, or deliverability.
4.2. Without limiting the generality of Section 4.1, Customer shall not use the Services to send emails that contain, promote, reference, or link to any of the following restricted content types: (i) adult or sexually explicit material; (ii) gambling, betting, or games of chance; (ili) weapons, explosives, or related products; (iv) tobacco, nicotine, or vaping products; (v) illegal drugs or unauthorised pharmaceuticals; (vi) hacking tools, data breaches, or unauthorised access services; (vii) speculative or high-risk financial products; (viii) deceptive or exploitative financial schemes, including pyramid or similar arrangements; (ix) counterfeit goods, unlicensed software, or intellectual-property infringements; (x) offers of contact lists, sales leads, or data for commercial distribution; or (xi) any other content that Sera reasonably considers unlawful, harmful, or likely to damage its reputation or deliverability.
4.3. If Sera suspects or has reason to believe that Customer is in breach of this Sending Policy or the Agreement, or if Sera receives an unusual number of spam complaints, bounce notifications, or deliverability warnings related to Customer's emails, Sera may, in its sole discretion and without liability to Customer, temporarily limit Customer's email sending capacity. Such temporary limits may restrict the number of emails Customer can send per day, per hour, or in total until Customer takes necessary corrective measures to ensure compliance with this Sending Policy and the Agreement. Sera shall endeavour to provide Customer with notice of any temporary sending limits and an opportunity to remedy the underlying issues, but Sera shall have no obligation to do so.
4.4. Notwithstanding Section 4.3, Sera may immediately suspend or terminate Customer's access to the Services without notice if: (i) Customer's sending practices cause blacklisting of any Assigned Domain, IP address, or Sera infrastructure; (ii) Customer engages in any Restricted Use; (iii) emails are sent in breach of applicable anti-spam, data protection, data privacy or e-communication laws; (iv) emails are in breach of Section 4.1 and/or 4.2 of these Service Terms; (v) if required, unsubscribe mechanisms are missing or ignored; (vi) spam or bounce rates exceed reasonably acceptable levels; (vii) phishing, fraud, or other malicious activity occurs; or (viii) Sera reasonably determines that Customer's use risks the integrity, functionality, reputation, or deliverability of the Services.
4.5. Sera reserves the right, but has no obligation, to: (i) monitor Customer's use of the Services for compliance with the Agreement, including the Sending Policy; (ii) remove any content or configuration that violates the Agreement or applicable law; (ili) implement sending limits to protect deliverability; and (iv) take any other action Sera deems necessary to protect its infrastructure, reputation, or legal interests. Sera shall have no liability for any such actions.
5. CUSTOMER DATA
5.1. The Customer acknowledges that Sera exercises no control over the content of the information processed in course of provision of the Services. The Customer is responsible for collecting, inputting and updating all Customer Data, and for ensuring that a legal basis exists for the aforementioned. The Customer confirms that it is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of any Customer Data and for ensuring that the Customer Data does not i) include anything that actually or potentially infringes or misappropriates the Intellectual Property Right of any third party, (ii) contain anything that is illegal, obscene, defamatory, harassing, offensive or malicious, nor (iii) infringe any applicable legal acts concerning the processing and protection of personal data. In provision of the Services, Sera may also utilise the Customer's publicly available data (e.g. as available on the Customer's website).
5.2. As between the Parties, and with reference to Section 3.3, all Outputs generated, derived, or obtained through the Services shall be regarded as the property of the Customer. For the avoidance of doubt, all Outputs shall be treated as Customer Data under this Agreement.
5.3. Insofar as Customer Data is protected by ownership and Intellectual Property Rights, the Customer retains ownership and Intellectual Property Rights in and to its proprietary Customer Data. The Customer:
5.3.1. grants to Sera a limited, royalty-free, non-exclusive, and non-transferable (other than in connection with a permitted transfer of this Agreement) right and licence, valid for the duration of the Services and any applicable retention period thereafter, for Sera and its third-party service providers to access, view, copy, store, configure, perform, display, and transfer Customer Data as necessary for the proper provision of the Services and fulfilment of this Agreement by Sera. The foregoing licence includes the right for Sera to review all emails sent through the Services in order to maintain deliverability standards, reduce bounce rates, and preserve the overall sending reputation of the Services;
5.3.2. grants to Sera a royalty-free, non-exclusive, irrevocable, and non-transferable (other than in connection with transfer of the Agreement to a third party in accordance with the regulation herein) right and license valid for the whole period of validity of any relevant rights, whether IPR or otherwise, to in accordance with confidentiality obligations hereunder use irreversibly anonymised data created from Customer Data in order for Sera and its third-party service providers to improve and develop the Services.
5.4. The Customer represents and warrants to Sera that the Customer has the necessary right, title, interest and/or consent, to grant Sera the rights and licenses detailed in Sections 5.3.1 and 5.3.2 of these Service Terms, and to permit Sera the use of Customer Data under the terms and conditions of the Agreement.
6. SERVICE DATA
6.1. Sera retains all right, title, and interest in and to all Service Data. Service Data is the exclusive property of Sera and does not constitute Customer Data. Sera may collect, use, analyse, and retain Service Data for any lawful purpose, including: (i) improving and developing the Services; (il) conducting analytics and research; (iii) enhancing email and validation performance; (iv) producing aggregated, anonymised insights; and (v) other legitimate business purposes. Sera may keep Service Data indefinitely, including after termination of this Agreement.
7. CUSTOMER SUPPORT sERvIceS
7.1. Sera provides basic customer support during Business Hours (09:00-18:00 EET, Monday to Friday, excluding Estonian public holidays). Customer support includes assistance with the general use and functionality of the Services and reasonable efforts to identify and resolve issues reported by the Customer. Sera shall use commercially reasonable efforts to respond to support requests and to provide a workaround or resolution where practicable. Sera does not guarantee uninterrupted or error-free operation of the Services, nor any specific response or resolution time. Requests for support outside Business Hours or for non-standard matters, such as custom configurations or integrations, may be subject to separate agreement and additional fees.
7.2. All support requests shall be addressed to support@seraleads.com or such other contact channel as Sera may designate from time to time.
8. FEES AND PAYMENTS
8.1. Current Fees applicable to the Services are set out on Sera's website or as otherwise agreed between the Parties.
Sera may amend the Fees from time to time with effect from the next Subscription Period. All Fees are invoiced by Sera, are stated and payable in euros (unless otherwise agreed), and are exclusive of value added tax (VAT) and any other applicable taxes, duties, or governmental charges, which shall be added to the invoice and borne by the Customer.
8.2. The Customer shall pay all Fees payable for the Services in accordance with the Agreement and the selected Subscription Plan. Access to and use of the Services is conditional upon a prepaid Subscription Fee for each Subscription Period. Payment methods are specified on Sera's website. Sera may use third-party service providers for payment processing and in order to set up automatically recurring payments. Customer's Subscription Plan includes specific usage limits, which may include limits on: (i) the number of emails that may be sent per day, week, or month; (il) the number of Assigned Domains and mailboxes; (iii) the number of contacts or leads provided; and (iv) access to certain features or functionality. Usage limits applicable to Customer's Subscription Plan are set forth in the Order Form or as published on Sera's website. In the event Customer exceeds the usage limits for which applicable Fees have been paid, Customer shall be invoiced for such overage usage in arrears in accordance with Sera's then-current overage rates as published on Sera's website or as otherwise communicated to Customer.
8.3. Certain features of the Application may require the use of credits, available for purchase from Sera as outlined in the applicable Subscription Plan or on Sera's website. Credits may be used for email sending beyond Subscription Plan limits, access to premium features, or other purposes as specified by Sera. Credits purchased by Customer are subject to the following terms: (i) Credits may be used only within the period stated at purchase or, if none is stated, until the end of the current Subscription Period; (ii) Credits have no monetary value and may not be redeemed, refunded, resold, transferred, or exchanged, except where required by law; (ili) unused Credits expire upon the earlier of their expiry date or termination of this Agreement; and (iv) Sera may update credit pricing, value, or expiry terms at any time by posting changes on its website or notifying the Customer.
8.4. Automatically recurring Subscription Fee payments shall be charged on the first day of each subsequent Subscription Period. In other cases, Sera shall issue invoices with a payment term of 7 days, whereas invoices for the Subscription Fee shall be due on the first day of each subsequent Subscription Period. For late payments, a delay penalty at a rate of 0.2% of the delayed sum per each day of delay shall apply until payment is made.
8.5. Customer shall pay all Fees under the Subscription Plan irrespective of email deliverability or Service performance.
No refund, credit, or compensation shall be provided if: (i) emails are blocked, filtered, or marked as spam; (ii) emails fail to reach recipients or inboxes; (ili) deliverability, open, or engagement rates are lower than expected; (iv) any Assigned Domain or infrastructure is blacklisted or limited; (v) sending capacity is restricted; (vi) access is suspended or terminated for breach; (vii) emails are blocked by Sera's validation systems; or (viii) any other deliverability or performance issue occurs.8.6. Except as expressly otherwise provided in this Agreement, all Fees, including Subscription Fee prepayments and purchased credits, are non-refundable.
9. TERM, TERMINATION, AND SUSPENSION
9.1. An Agreement enters into force when the Customer subscribes to a paid Subscription Plan or discounted pilot or limited trial (subject to availability at Sera's discretion) of the Services or otherwise accesses or uses the Services.
The Agreement automatically renews for successive monthly or yearly Subscription Periods, as specified in the applicable Subscription Plan, unless terminated in accordance with the Agreement. Termination of the Agreement results in the simultaneous termination of the current Subscription Period and vice versa.9.2. The Customer may terminate the Agreement with notice to the Company. In such case, the Agreement shall continue in force throughout the current Subscription Period determined as at time of Sera's receipt of the termination notice and shall terminate at the end of such Subscription Period.
9.3. If the Customer signs up for a discounted pilot or other limited trial of the Services and continues to use the Services after the end of the applicable pilot or trial period without entering into a Subscription Plan, such continued use shall be deemed the Customer's acceptance of and conversion to the then-current lowest-tier Subscription Plan offered by Sera, on a monthly Subscription Period, and the corresponding Subscription Fees for such plan shall apply from the first day following the end of the pilot or trial period.
9.4. Sera may, at its discretion, suspend access to the Services (until the breach is cured, where applicable, and with reference to Section 4.3 and 4.4) or terminate this Agreement with immediate effect upon notice to the Customer if the Customer or any of its Users: (i) fails to pay any Fees when due; (ii) breaches any material obligation under this Agreement, including the Sending Policy, or repeatedly breaches this Agreement or any incorporated policy; (iii) engages in any Restricted Use of the Services; (iv) uses the Services in breach of applicable laws or regulations; (v) sends emails that result in blacklisting of any Assigned Domain or Sera's infrastructure; (vi) uses the Services in a manner that Sera reasonably determines poses a risk to its infrastructure, systems, reputation, deliverability, or other customers; or (vii) fails to remedy a curable breach within 10 business days of receiving written notice from Sera. Sera shall reasonably determine whether any breach is capable of cure. Certain breaches shall be deemed incapable of cure and may result in immediate termination, including without limitation deliberate misconduct, fraudulent or unlawful activity, compromise of security or integrity of the Services, or any other breach which by its nature cannot be remedied. If this Agreement is terminated under this Section 9.4, the Customer shall not be entitled to any refund, credit, or compensation for any Fees paid or payable.
9.5. Sera may also, without any material breach by the Customer, terminate the Agreement: (a) with 30 days' notice if there is a Change of Control of the Customer which, in Sera's reasonable discretion, (i) may adversely affect the relationship between the Parties (including, for example, where the acquiring or controlling entity is a competitor of Sera, has a conflicting business model, presents heightened regulatory or reputational risk, or has a materially different credit profile), or (ii) results in or is reasonably likely to result in a material change to the commercial terms, value, or economic balance of the Agreement; or (b) without notice if the Customer becomes, or in Sera's reasonable opinion is likely to become, insolvent, files for bankruptcy, ceases to pay its debts as they fall due, or is subject to liquidation, administration, or dissolution proceedings. For the purposes of this Section 9.5, Change of Control means, with respect to a Party, any event in which a person or group of persons acting in concert (other than those holding control immediately prior to such event) obtains, directly or indirectly (x) ownership or control of more than 50% of the voting interests in that Party; (y) the ability to direct the management or policies of that Party, whether through ownership of voting interests, by contract, or otherwise; or (z) ownership or control of all or substantially all of the assets of that Party.
9.6. In case Sera has committed a material breach of the Agreement, the Customer shall have the right to terminate the Agreement with respect to all Services, provided that a cure period of at least 10 business days has been granted to Sera and has lapsed without remedy.
9.7. The suspension of access to the Services or termination of the Agreement due to circumstances attributable to the Customer or its Users is not grounds for reclamation or compensation of any prepaid Subscription Fees or other Fees. Further, the Customer agrees that Sera shall not be liable to the Customer or to any third party for any liabilities, claims or expenses arising from or relating to suspension of the Services or termination of the Agreement resulting from circumstances attributable to the Customer.
9.8. Upon termination or expiry of this Agreement for any reason: (i) all rights of access and use granted to the Customer and its Users shall immediately cease, and Sera shall discontinue provision of the Services, including access to the Application, Assigned Domains, and associated mailboxes; (ii) the Customer shall pay all outstanding amounts for Services rendered up to the effective date of termination, and no refund, credit, or compensation shall be due in respect of any Fees paid or payable, except where termination results from a material breach by Sera, in which case Sera shall refund the unused portion of prepaid Fees on a pro-rata basis; (ili) the Customer shall have no right to continue using, transfer ownership of, redirect, or otherwise control any Assigned Domain or mailbox following termination, and Sera may deactivate or delete any Assigned Domain and mailbox previously used by the Customer without notice or liability, provided that any transfer of Assigned Domains or mailboxes to the Customer or to a third party shall be at Sera's discretion, subject to technical feasibility and may be subject to separate fees where material work is required; (iv) to the extent available in the Application, Sera shall make Customer Data available for export through the Application for a limited period of no less than 30 days specified by Sera, and the Customer shall be responsible for performing such export; where the Customer requests any additional or bespoke data export assistance, Sera may, but is not obliged to, provide such assistance subject to technical feasibility and payment of applicable fees; and (v) unless Sera is required to retain Customer Data for legal, regulatory, or compliance purposes, Sera shall delete Customer Data within 90 days following termination or expiry of this Agreement, provided that Sera may (a) retain and use Customer Data in an irreversibly anonymised form or as otherwise permitted under these Service Terms and Sera's Privacy Policy, and (b) retain Service Data indefinitely as described in Section 3.3.
9.9. Any provisions of the Agreement which by their nature are intended to survive expiration or termination shall so survive, including without limitation provisions relating to confidentiality, limitations of liability, disclaimers, payment obligations, governing law, and dispute resolution.
10. WARRANTIES
10.1. Sera shall use commercially reasonable efforts to provide the Services substantially in accordance with this Agreement and to make the Services generally available, subject to scheduled maintenance, emergency downtime, Force Majeure events, and interruptions or limitations inherent in the use of the internet and third-party infrastructure. Except for the foregoing express commitment, the Services, the Application, and all Outputs are provided on an "as is" and "as available" basis without any representations, warranties, or conditions of any kind.
Sera and its Affiliates, licensors, and suppliers expressly disclaim all representations, warranties, and conditions, whether express, implied, statutory, or otherwise, including any implied representations, warranties, or conditions of merchantability, satisfactory quality, non-infringement, durability, title, or fitness for a particular purpose, whether arising in contract, statute, or otherwise. The Customer acknowledges that Sera does not warrant that the Services or the Application will be error-free or uninterrupted, or that all defects will be corrected. This Section 10 sets out the sole and exclusive warranty given by Sera with respect to the Services and the Application.10.2. Without limiting the generality of the foregoing, Sera specifically disclaims any representation, warranty, or guarantee that: (i) emails sent through the Services will be delivered to recipients' inboxes rather than to spam, promotions, junk, or other folders; (ii) emails sent through the Services will be delivered at all or will reach their intended recipients; (iii) the Services will achieve any particular deliverability rate, open rate, click rate, reply rate, or other engagement metric; (iv) Assigned Domains will maintain any particular sender reputation score or avoid blacklisting; (v) email validation systems will accurately identify all invalid or risky email addresses; or (vi) any leads, contacts, or data generated, validated, or obtained through the Services will be accurate, complete, up to date, or result in any business opportunity, engagement, or conversion. Customer acknowledges that email deliverability, sender reputation, and lead accuracy depend on numerous factors outside Sera's control, and Customer assumes all risk related to email delivery and lead generation outcomes.
11. LIMITATIONS OF LIABILITY
11.1. To the maximum extent permitted by applicable law, Sera shall not be liable for any indirect, incidental, special, punitive, or consequential damages, including, without limitation, loss of business, profits, revenue, anticipated savings, goodwill, data, or use, loss or corruption of files, cost of procurement of substitute goods or services, or any liabilities to third parties, arising out of or in connection with the Agreement or the use or inability to use the Services, even if Sera has been advised of the possibility of such damages. Sera shall also not be liable for any damages resulting from any failure, outage, or degradation of communication facilities, or any interruption or unavailability of the Services, regardless of the cause or duration. Without limiting the generality of the foregoing, Sera shall not be liable for any damages, losses, or costs arising out of or relating to: (i) email deliverability failures, including emails classified as spam, blocked, bounced, or undelivered; (ii) blacklisting of Assigned Domains or email infrastructure; (iii) sender reputation damage or degradation; (iv) claims, disputes, or damages arising from the registration, ownership, or use of any Assigned Domain, including any alleged infringement of third-party intellectual property or trade mark rights; (v) decisions by third-party email service providers, internet service providers, or recipient email servers to block, filter, or deprioritise emails sent through the Services; (vi) inbox placement outcomes or engagement metrics; (vii) temporary sending limits imposed pursuant to these Service Terms; (vili) suspension or termination of Services due to Sending Policy or Agreement violations; (ix) the content, accuracy, completeness, legality, or usefulness of, or any use of or reliance on, any Outputs, leads, contacts, or other data generated, validated, or obtained through the Services; or (x) any other email service, lead generation, or deliverability performance issues or outcomes
11.2. In any event, Sera's total aggregate liability under or in connection with the Agreement, whether in contract, tort (including negligence), statute, or otherwise, shall be limited to the total Subscription Fees actually paid by the Customer to Sera during the twelve (12) months immediately preceding the event giving rise to the claim. If the Agreement has been in effect for less than twelve (12) months, Sera's aggregate liability shall be limited to the total Subscription Fees actually paid during the term of the Agreement. This cap is the Customer's sole and exclusive remedy for any claims or causes of action.
11.3. The limitations set out in this Section 11 shall not apply to damages arising from Sera's wilful misconduct, gross negligence, or fraud, or to the extent such limitations are prohibited by applicable law.
12. FORCE MAJEURE
12.1. Either Party shall be excused from performance of its obligations under this Agreement (other than payment obligations) without liability to the extent that such performance is prevented or delayed by causes beyond its reasonable control and without its fault or negligence ("Force Majeure"). Force Majeure events include, without limitation: acts of God; strikes, lockouts, or other industrial disputes; riots; acts of terrorism or war; epidemics or pandemics; governmental actions or restrictions; failures or interruptions of communication or power supply;
denial-of-service (DDoS) attacks or other malicious activity; outages or performance issues affecting Sera's hosting or infrastructure providers; internet service disruptions, backbone failures, or widespread connectivity issues; actions or filtering decisions by internet service providers, email service providers, or blacklist operators that block, filter, or restrict emails sent through the Services; and changes to third-party email filtering algorithms, spam detection systems, or deliverability standards that adversely affect email delivery. The affected Party shall promptly notify the other Party of the Force Majeure event and use commercially reasonable efforts to mitigate its effects. If a Force Majeure event continues for more than sixty (60) consecutive days, either Party may terminate this Agreement upon written notice.
13. INDEMNIFICATION
13.1. If a third party makes a claim against the Customer alleging that the Services, when used in accordance with this Agreement, infringe or misappropriate any third-party intellectual property right, Sera shall, at its own expense, defend the Customer and its directors, officers, and employees against such claim and, subject to the limitations of liability set out in this Agreement, pay any losses, damages, or expenses finally awarded against them or agreed in a written settlement approved by Sera, to the extent arising from the claim. Sera shall have no liability for any claim to the extent arising from or related to: (i) the Customer Data, Outputs or other Al-generated content, or any email content sent through the Services; (ii) the registration, ownership, configuration, or use of any Assigned Domain; (iii) unauthorised modification of the Services; (iv) use of the Services in combination with any third-party product, service, or data not approved by Sera; or (v) unauthorised use of the Services or use other than in accordance with this Agreement (including the Sending Policy and other incorporated policies); or (vi) errors, omissions, or actions of the Customer, Users, or any third party acting on the Customer's behalf. In the event of any such intellectual property claim, Sera may, at its sole discretion and expense: (a) procure for the Customer the right to continue using the Services; (b) modify or replace the Services so that they become non-infringing without materially reducing their functionality; or (c) terminate this Agreement and refund the Customer any prepaid Fees for the unused portion of the Subscription Period.
13.2. If any third party makes a claim, demand, or brings any action against Sera alleging that i) the Customer Data, Outputs, email content, or any other content or material provided by or on behalf of the Customer or generated through the Services at the Customer's request infringes or misappropriates any intellectual property, privacy, or other right, or otherwise breaches any contract or legal act; (ii) the registration, ownership, configuration, or use of any Assigned Domain selected or used by or on behalf of the Customer infringes or misappropriates any trade mark, domain right, or other intellectual property right, or otherwise violates any applicable law or third-party terms; (ili) the Customer's or any User's use of the Services (including any sending practices, campaigns, or processing of personal data) breaches any applicable legal acts, including without limitation those relating to data protection, privacy, direct marketing, electronic communications, or anti-spam; (iv) the Customer's or any User's use of the Services is in breach of the Sending Policy, any Restricted Use, or any other requirement or limitation set out in this Agreement; or (v) the Services are used or integrated by or on behalf of the Customer with any third-party system, tool, or data source in a manner that gives rise to such claim, the Customer shall, at its own expense, defend Sera and its directors, officers, and employees against such claim and shall pay all losses, damages, settlement amounts, penalties, and expenses (including reasonable legal fees) finally awarded against such parties or agreed in a written settlement agreement signed by the Customer, to the extent arising from the claim.
13.3. A Party seeking indemnification under this Section 12 shall, in order to maintain a valid claim against the other Party: (i) promptly notify the other Party in writing of the claim, provided that failure to give such notice shall not relieve the other Party of its indemnification obligations except to the extent such failure materially prejudices the defence of the claim; (ii) allow the other Party to assume sole control of the defence and settlement of the claim, provided that the indemnifying Party shall consult with the indemnified Party and reasonably consider its interests in any settlement; (ili) refrain from admitting liability, settling, satisfying, or otherwise acknowledging the claim without the other Party's prior written consent; and (iv) provide, at the other Party's expense for reasonable out-of-pocket costs, the assistance, information, and authority reasonably requested by the other Party in the defence and settlement of the claim. A Party's failure to comply with this Section 13.3 shall relieve the other Party of its indemnification obligations only to the extent that such failure materially prejudices the defence or settlement of the claim.
14. CONFIDENTIALITY
14.1. During the term of the Agreement and for 3 years thereafter, each Party shall treat as confidential all Confidential Information of the other Party, shall not use such Confidential Information except to exercise its rights and perform its obligations under the Agreement, and shall not disclose such Confidential Information to any third party other than: (i) its Affiliates professional advisers, financers, and insurers on a need-to-know basis; and (ii) its
subcontractors and third-party service providers (including providers of large language model and other Al services) engaged in the performance of the Agreement, in each case subject to written confidentiality obligations no less protective than those set out in this Section 14.1. Sera shall keep Customer Data confidential for as long as it processes such Customer Data and shall only use it as permitted under the Agreement and applicable data protection laws.14.2. Each Party shall use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other Party. Each party shall promptly notify the other Party of any actual or suspected misuse or unauthorised disclosure of the other Party's Confidential Information. Neither party shall reverse engineer, disassemble, or decompile any prototypes, software or other tangible objects which embody the other Party's Confidential Information, and which are provided to the Party hereunder. Each party may disclose Confidential Information of the other Party on a need-to-know basis to persons who are subject to confidentiality agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of their services on behalf of the receiving Party, such as its accountants, professional advisors, credit institutions and bona fide parties involved in fundraising or M&A activities.
14.3. Without otherwise limiting the foregoing, Confidential Information excludes information that: i) is known publicly at the time of the disclosure or becomes known publicly after disclosure through no fault of the receiving Party, (ii) is lawfully known to the receiving Party, without restriction, at the time of disclosure or becomes known to the receiving Party, without restriction, from a source other than the disclosing Party not bound by confidentiality obligations to the disclosing Party, or (ili) is independently developed by the receiving Party without use of the Confidential Information. The receiving Party may disclose Confidential Information of the other Party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that the receiving Party shall use reasonable efforts to promptly notify the other Party prior to such disclosure to enable the disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure.
14.4. Unless otherwise agreed in writing, and subject to the Customer's standard trademark usage guidelines as may be provided to Sera from time to time, Sera may use the Customer's name, logo, trademarks, feedback, and testimonials in its marketing and publicity materials (including its website) to reference the Customer's use of Sera's services. Subject to Sera's standard trademark usage guidelines, the Customer may use Sera's name, logo, and trademarks in its marketing and publicity materials (including its website to reference its use of the Services.
15. PERSONAL DATA
15.1. In providing the Services, Sera will comply with applicable data protection laws. Sera's current Privacy Policy and any amendments thereto made at the discretion of Sera, are automatically incorporated to the Agreement by reference.
15.2. By submitting or allowing to submit any personal data to the Application, the Customer understands and agrees that Sera shall process personal data in accordance with the Agreement and its current privacy policy. In doing so, Sera may act both as a data processor and a data controller as further set out in Sera's current privacy policy. The Customer is required to have lawful basis and to make all necessary disclosures before including personal data in Customer Data and using the Services. The Customer confirms that the Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness of any personal data that may be contained in Customer Data, including any information which any User shares with Sera on the Customer's behalf.
15.3. For data processing by Sera on behalf of the Customer, the data processing addendum attached as Schedule A shall apply.
16. NOTICES
16.1. Except as otherwise permitted in the Agreement, all notices under the Agreement shall be in writing (including email or, in the case of notices from Sera to the Customer, through the Application) and shall be deemed delivered:
(i) 5 business days after deposit with a postal service provider if sent by registered mail; ii) 1 business day after sending if sent by email or posting through the Application; or (iii) when delivered if delivered personally or sent by courier. All notices to the Customer shall be sent to the address or email address specified in the Order Form, unless and until the Customer has notified Sera of a change of address in accordance with this Section 16.1. All notices to Sera shall be sent to the contact details published on Sera's website from time to time, and any update of such contact details on the website shall constitute formal notice of change for the purposes of this Section 16.1.
17. AMENDMENTS
17.1. Sera may at any time amend these Service Terms and other documents and policies applicable to an Agreement. In case the amendment materially adversely affects the Customer's rights as reasonably determined, the Customer may terminate its Agreement by email notice sent to Sera within 15 days as of the date of Sera's notice of the amendments. Late notices shall not be regarded as valid. No termination rights apply if amendments are required due to changes in applicable laws, regulations or requirements established by any relevant supervisory body or authority. In case of permitted termination, any prepaid Subscription Fees shall in a prorated amount be returned to the Customer for the unused portion of the Subscription Period.
18. NON-EXCLUSIVITY
18.1. The Services are provided on a non-exclusive basis. Nothing in the Agreement shall be deemed to prevent or restrict Sera's ability to provide the Services or other technology, including any features or functionality first developed for the Customer, to third parties.
19. ENTIRE AGREEMENT
19.1. The Agreement is the entire Agreement between the Parties regarding the subject matter of the Agreement, superseding any and all verbal or written undertakings or agreements preceding the Agreement.
20. ASSIGNMENT
20.1. The Agreement and the rights and obligations thereunder are binding on the Parties. Either Party may assign the Agreement or any of its rights or obligations thereunder to an Affiliate, provided that the assigning Party remains fully liable for the performance of the Agreement by such Affiliate. The Customer may not otherwise assign or transfer the Agreement without Sera's prior written consent. Sera may assign or transfer the Agreement without the Customer's consent in connection with a good faith transfer of its relevant business to a third party.
21. SEVERABILITY
21.1. If any clause in these Service Terms or the Agreement or part thereof is or becomes void or invalid, this does not result in the entire Agreement being void or invalid. In the event such invalidity becomes a fact, the clause that is closest in its economic content to the invalid clause shall be applied.
22. GOVERNING LAW AND JURISDICTION
22.1. These Service Terms and the Agreement is governed by and construed in accordance with the legislation of the Republic of Estonia. Disputes shall be resolved by means of amicable negotiations. If negotiations fail, disputes shall be settled in the courts of the Republic of Estonia, whereas the court of first instance is the Harju District Court, unless a different mandatory jurisdiction arises from applicable law.
Schedules:
A. Sera Data Processing Addendum
