Last Updated: April 04, 2022
Welcome to Trust! These Terms of Service (the “Terms”) form a legally binding contract between you and Trust Software, Inc. (“Trust”, “we”, or “us”) and govern your use of Trust’s products and services (collectively, the “Services”).
We may modify the Terms from time to time at our discretion. If we do so, we’ll let you know by posting the modified Terms on https://www.trust.co or through other commercially reasonable efforts to communicate the modifications, including by updating the ‘last modified’ date at the top of this page. If you continue to use the Services after we have posted modified Terms, you are indicating to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may not continue to use the Services.
Unless you opt out of arbitration within 30 days of the date you first agree to these Terms by following the opt-out procedure specified in the “Arbitration Agreement” section below, and except for certain types of disputes described in the “Arbitration Agreement” section below, you agree that disputes between you and Trust will be resolved by binding, individual arbitration and you are waiving your right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding.
1. ACCOUNTS; ACCESS
You may be required to create and maintain an account in connection with your use of the Services (“Account(s)”). Certain Services allow you to create and manage sub-accounts under a single Account. You will be able to authorize individuals to access and use your Accounts. You are responsible for setting and revoking the access levels for your Accounts, and for providing and updating any information that we reasonably request. You are responsible for all activity that occurs in your Accounts, including the actions of each individual with access to your Accounts. By using the Services, you represent and warrant that you are at least 18 years old and are otherwise legally qualified to enter into a legally binding agreement. Any use or access to the Services by anyone under 18 is strictly prohibited and in violation of these Terms.
a. License to the Services. Subject to the terms and conditions of these Terms, we grant you a non-exclusive, limited, non-transferable, freely revocable license to use the Services as permitted by the features of the Services, including any beta versions of the Services. Such license to access and use of any beta versions of the Services is limited to the sole purpose of testing and evaluating the Services during the period starting from the date that we provide you access to the Services until the date that either party terminates these Terms pursuant to these Terms (the “Beta Period”). We reserve all rights not expressly granted herein in the Services. We may terminate this license at any time for any reason or no reason. b. Obligations and Limited Customer Support. Nothing in these Terms obligates us to commercially launch the beta versions of the Services or to continue to offer you the features and functionality of such beta versions of the Services. You agree to: (i) use and test as many features of the Services as is reasonably possible; (ii) test all fixes, changes, or updates that we release; (iii) provide us with feedback on the Services and make recommendations for improving the functionality, features, operation, and use of the Services; and (iv) promptly stop testing and using beta versions of the Services when we ask. Limited Customer Support. We will, at our discretion, provide new features, corrections, changes, and updates as they become available to help you test the Services. We agree to provide you with limited customer service to answer technical questions during the Beta Period. You understand that we make no representations regarding response time to technical questions. All technical questions should be directed to firstname.lastname@example.org.
a. Services Restrictions. You will not: (i) copy the Services or related documentation; (ii) translate or decompile, or create or attempt to create, by reverse engineering or otherwise, the source code form of the Services; (iii) modify, adapt, translate, or create a derivative work from the Services; (iv) remove any proprietary notices, labels, or marks on the Services; (v) assign, sublicense, rent, or transfer any part of the Services or access to the Services, to any person or entity without our prior written consent; or (f) use the Services on behalf of any third party or otherwise provide outsourcing, service bureau, time sharing, rental, or any other services to any third party.
b. Data Restrictions. You will not: (i) create compilations or combinations of any data that is collected, received, or derived from your use of the Services, including any data that is collected, received, or derived from any Materials you provide in connection with your use of the Services (“Trust Data”); (ii) commingle Trust Data with other data not derived from your use of the Services ; (iii) disclose, sell, rent, transfer, or provide access to Trust Data to any affiliate, third party, ad network, ad exchange, advertising broker, or other advertising service; (iv) de-aggregate or de-anonymize, or attempt to de-aggregate or de-anonymize, Trust Data. “Materials” means all content provided or approved by you or on your behalf in connection with the Services, including any artwork, copy, photos, images, visual assets, trademarks, logos, service marks, email addresses, URLs, or any other intellectual property or content.
You may terminate these Terms by deleting your Account, but these Terms will remain effective until your use of the Services ends. We may, in our sole discretion, revoke the license granted herein, terminate these Terms, and modify, suspend, terminate access to, or discontinue the availability of any Services, at any time in our sole discretion without notice to you. All continuing rights and obligations under these Terms will survive termination of these Terms.
5. INTELLECTUAL PROPERTY RIGHTS
a. Ownership. You acknowledge and agree that we own and retain all interests in the Services and all of our technology, inventions, discoveries, innovations, know-how, methods, processes, information, trademarks, software, documentation, and interfaces, including all improvements, modifications, works in process, derivatives, or changes, whether tangible or intangible, embodied in any form, and all related intellectual property rights. These Terms do not constitute a sale of the Services and no proprietary rights to the Services are transferred to you. b. Feedback. We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). If you choose to give us Feedback, such as suggestions to improve the Services, we may act on your feedback without obligation to you. By submitting any Feedback, you grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon the Feedback, and otherwise exploit the Feedback for any purpose. c. Injunctive Relief. You acknowledge that the Services are our unique, confidential, and valuable asset and trade secret, and that we may seek all equitable and legal redress, including injunctive relief, if you breach these Terms.
6. REPRESENTATIONS AND WARRANTIES
You represent and warrant that: (a) you have the full power and rights to perform your obligations under these Terms; (b) you will comply with all applicable laws, statutes, ordinances, rules, public order rules, industry codes, and regulations (together, “Applicable Law”) and these Terms when using the Services; (c) you are an entity validly existing and in good standing under the laws of your jurisdiction of incorporation or organization; (d) all information provided by you via the Services is complete and accurate in all material respects; and (e) all Materials comply with these Terms and Applicable Law, and you have all necessary licenses, rights, permissions, and clearances (including from any third parties) to use, and for us to use, the Materials, and to grant us all licenses described in these Terms.If you provide us with any information relating to an identified or identifiable natural person (“Data Subject”) who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier, or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person (such information, “Personal Data”), you: (y) represent and warrant that you: (i) have all necessary rights and consents to: (1) disclose the Personal Data of each Data Subject; and (2) enable us to transfer the Personal Data outside the European Economic Area, if applicable; and (ii) have properly informed each Data Subject of the disclosure of their Personal Data; and (z) agree to our use of such Personal Data to fulfill our obligations under these Terms.
7. THIRD-PARTY LINKS AND INFORMATION
You agree, to the extent permitted by Applicable Law, to indemnify, defend, and hold harmless Trust, and its and their affiliates, directors, officers, stockholders, employees, licensors, and agents from and against any and all complaints, charges, claims, damages, losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) due to, arising out of, or relating in any way to: (a) your actual or alleged breach of these Terms; (b) your use of and access to the Services, or any products or services provided by a third party in connection with the Services, even if recommended, made available, or approved by Trust; and (c) the actions related to the Services of each individual with access to your Accounts.Trust will promptly notify you in writing of any indemnification claim, but any failure to notify you will not relieve you from any indemnity liability or obligation you may have, except to the extent you are materially prejudiced by that failure. Trust will reasonably cooperate with you, at your expense, in connection with the defense, compromise, or settlement of any indemnification claim. You will not compromise or settle any claim in any manner, nor make any admission of liability, without Trust’s prior written consent, which Trust may provide in its sole discretion. Trust may participate (at its cost) in the defense, compromise, and settlement of the claim with counsel of its own choosing.
YOU ACKNOWLEDGE THAT THE SERVICES ARE BEING PROVIDED TO YOU “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE BEING LICENSED AND PROVIDED TO YOU WITH NO WARRANTY, EITHER EXPRESS OR IMPLIED. YOU USE THE SERVICES AT YOUR OWN RISK. TRUST EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TRUST DOES NOT WARRANT THAT THE SERVICES WILL BE OPERABLE OR THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE SERVICES WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT.
10. LIMITATION OF LIABILITY
IN NO EVENT WILL TRUST BE LIABLE, UNDER ANY THEORY OF LIABILITY, FOR ANY LOST PROFITS (EVEN IF ADVISED THAT THOSE DAMAGES ARE POSSIBLE) OR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR THEIR SUBJECT MATTER, INCLUDING BUT NOT LIMITED TO, DAMAGES ARISING FROM LOSS OF DATA OR THE DISABLING OF THE SERVICES. EXCEPT FOR BREACHES OF SECTIONS 5 OR 11, UNDER NO CIRCUMSTANCES WILL TRUST’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES EXCEED $100.00. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF TRUST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
a. Confidential Information. You will maintain the strict confidentiality of the Services and all information and materials contained in the Services and all information and materials conveyed to you by us under these Terms, including but not limited to, financial information, pricing information, marketing information, and the Services’ features and modes of operation, inventions (whether or not patentable), techniques, processes, algorithms, schematics, testing procedures, software design and architecture, computer code, internal documentation, design and function specifications, analysis and performance information, user documentation, and other technical information, plans, and data (collectively, the “Trust Proprietary Information”). This confidentiality obligation does not apply to information that enters the public domain through no act or omission of you or that was in your possession before you entered into these Terms. You will not use the Trust Proprietary Information for any purpose other than to use the Services as provided for in these Terms.
b. Non-Disclosure. You will not disclose the Trust Proprietary Information to any third party and will not use the Trust Proprietary Information other than as expressly authorized in these Terms. Furthermore, you: (i) recognize that the unauthorized use or disclosure of Trust Proprietary Information will give rise to irreparable injury to us for which monetary damages may be an inadequate remedy; and (ii) agree that we may seek and obtain injunctive relief against the breach or threatened breach of your obligations under these Terms, in addition to any other legal and equitable remedies that may be available to us.
12. GOVERNING LAW; ARBITRATION; CLASS-ACTION WAIVER; JURY WAIVER
a. Governing Law. You agree that: (i) the Service shall be deemed solely based in California; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. These Terms shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) governs the interpretation and enforcement of the Arbitration Agreement in Section 12(b) and preempts all state laws to the fullest extent permitted by law. If the FAA is found to not apply to any issue that arises from or relates to the Arbitration Agreement, then that issue shall be resolved under and governed by the law of your state of residence. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the exclusive personal jurisdiction of the federal and state courts located in California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that California is the proper and exclusive forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
b. Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM TRUST. This Section 12 (b) (the “Arbitration Agreement”) applies to and governs any dispute, controversy, or claim between you and Trust that arises out of or relates to, directly or indirectly: (i) these Terms, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (ii) access to or use of the Service, including receipt of any advertising or marketing communications; (iii) any transactions through, by, or using the Service; or (iv) any other aspect of your relationship or transactions with Trust, directly or indirectly, as a consumer (“Claim” or collectively, “Claims”). The Arbitration Agreement shall apply, without limitation, to all Claims that arose or were asserted before or after your agreement to these Terms.
If you are a new Trust user, you can reject and opt-out of this Arbitration Agreement within 30 days of accepting these Terms by mailing your opt-out notice to this address: Trust Software, Inc., ATTN: Arbitration Opt-out, 1207 4th Street, Suite 400A, Santa Monica, CA 90401, or emailing the opt-out notice to email@example.com with your first and last name and stating your intent to opt-out of the Arbitration Agreement. Note that opting out of this Arbitration Agreement does not affect any other part of these Terms, including the provisions regarding controlling law or in which courts any disputes must be brought.
For any Claim, you agree to first contact us at firstname.lastname@example.org and attempt to resolve the dispute with us informally. In the unlikely event that Trust has not been able to resolve a Claim after sixty (60) days, we each agree to resolve any Claim exclusively through binding arbitration by AAA before a single arbitrator (the “Arbitrator”), under the Expedited Procedures then in effect for AAA (the “Rules”), except as provided herein. In the event of any conflict between the Rules and this Arbitration Agreement, this Arbitration Agreement shall control. AAA may be contacted at www.adr.org, where the Rules are also available. The arbitration will be conducted in the U.S. county where you live or California, unless you and Trust agree otherwise. If you are using the Service for commercial purposes, each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for expert and other witnesses. If you are an individual using the Service for non-commercial purposes: (x) AAA may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from AAA; (y) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (z) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. You and Trust agree that the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms, any provision of these Terms, is unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, unconscionability, or estoppel.
Nothing in this Section shall be deemed as: preventing Trust from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property rights or other proprietary rights; or preventing you from asserting claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances on only an individual (non-class, non-representative) basis.
If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, shall be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, shall have no impact on the remaining provisions of the Arbitration Agreement, which shall remain in force, or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement shall be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief shall be stayed pending the outcome of any individual claims in arbitration.
c. Class Action/Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AND TRUST AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON YOUR INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER TRUST USERS. YOU AND TRUST FURTHER AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND TRUST ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AS A PLAINTIFF OR CLASS MEMBER.
a. Notices. Notices under these Terms must be in writing and sent: (i) if to Trust, to Trust Software, Inc., 1207 4th Street, Suite 400A, Santa Monica, California 90401; with a copy to email@example.com, Attn: General Counsel; and (ii) if to you, to the email address or street address you have provided via the Services. Notices will be deemed given upon personal delivery, upon delivery if by mail, upon valid transmission through email, or 24 hours after the time the notice is posted to the Services.
b. No Agency. These Terms do not establish any agency, partnership, or joint venture between you and Trust.
c. References. References to a Section include all its subsections. The Section headings are for convenience only and will not affect how these Services Terms are construed. Unless these Terms refer specifically to “business days,” all references to “days” mean calendar days. The words “include,” “includes,” and “including” mean “including without limitation.”
e. Non-Transfer. You will not sublicense, assign, delegate, or otherwise transfer these Terms or any of the related rights or obligations established by these Terms.
f. Waiver and Invalidity. A finding that any provision of these Terms are invalid will not affect the validity of the rest of these Terms. Waiving or failing to enforce a provision of these Terms on one occasion will not be deemed to waive another provision or to waive that same provision in the future.