Terms

If Trellus determines in its sole discretion that you or any of Your Authorized Users have violated any element of these Terms, you or Your Authorized Users access may be immediately suspended or terminated, up to and including the termination of the Agreement by Trellus, with or without notice. Trellus shall not be liable for any damages of any nature suffered by any user, or any third party, resulting in whole or in part from Trellus' exercise of its rights under these Terms.

Account Security and Updates

You are responsible for keeping the password that you use to access the Services secure and you agree not to provide your password to any third party. You are responsible for all activity using your account, whether or not authorized by you. Accordingly, you should notify Trellus immediately of any unauthorized use of your account. You acknowledge that if you wish to protect Your Data when you are transmitting it to Trellus, other than via the Trellus Services, it is your responsibility to use a secure encrypted connection to do so.

Some parts of our Services may require you to download a client software package ("Software"). Subject to your compliance with the Agreement, Trellus hereby grants you a limited, nonexclusive, nontransferable, non sublicensable, revocable license to use the Software, solely to access the Services. This license will be automatically revoked if you violate the Agreement. We reserve all rights not explicitly granted in the Agreement. You must not attempt to reverse engineer the Software or encourage or assist anyone else to do so; however, this restriction will not prohibit reverse engineering for interoperability in the European Union to the extent European Union law forbids such a restriction. The Services may automatically update the Software on your device when a new version becomes available.

Nondisclosure of Confidential Information

During the Term of the Agreement and for a period of one (1) year thereafter (except for trade secrets, which shall be held in confidence for so long as they constitute trade secrets, and confidentiality obligations as required by applicable law), each Party (the Receiving Party) that receives Confidential Information (as defined below) of the other Party (the "Disclosing Party") will not use, other than in connection with the provision or receipt of the Services, or disclose to anyone, other than officers, employees, contractors, or representatives of the Receiving Party with a need to know for purposes of the Agreement and who are subject to confidentiality obligations no less stringent than the terms of the Agreement (Representatives), any Confidential Information disclosed to the Receiving Party by or on behalf of the Disclosing Party. The Receiving Party will safeguard disclosure of such Confidential Information to the same extent that Receiving Party safeguards its own Confidential Information, but in any case will at a minimum use reasonable care. Upon request of the Disclosing Party, the Receiving Party will promptly return to the Disclosing Party or destroy, certifying in writing to the Disclosing Party the destruction of such Confidential Information, the Disclosing Partys Confidential Information in its possession or under its control.

Confidential Information means all information, material and data of the Disclosing Party which (i) is labeled or designated in writing as confidential or proprietary, (ii) the Receiving Party is advised is proprietary or confidential, or (iii) in view of the nature of such information and/or the circumstances of its disclosure, the Receiving Party knows or reasonably should know is confidential or proprietary. Confidential Information includes, without limitation, the terms and conditions of the Agreement, the Services, Your Data, and all information relating to the Disclosing Partys business plans, marketing plans, customers, technology, employee and organizational information, product designs, product plans and financial information.

These confidentiality obligations will not apply to any information which (i) is or becomes publicly known without any fault of or participation by the Receiving Party or its Representatives; (ii) was in Receiving Party's possession prior to the time it was received from Disclosing Party or came into Receiving Party's possession thereafter, in each case lawfully obtained from a source other than Disclosing Party or its Representatives and not subject to any obligation of confidentiality or restriction on use; (iii) is required to be disclosed by judicial, arbitral or governmental order or process or operation of law, in which event the Receiving Party will, unless prohibited by law, notify the Disclosing Party of the requirement of disclosure before making such disclosure and will comply with any protective order or other limitation on disclosure obtained by the Disclosing Party; or (iv) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.
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Feedback

While we appreciate it when users send us feedback, comments, and/or suggestions about our Services (Feedback), please be aware that we (or others we authorize) may use in any manner any feedback, comments, or suggestions you post in our forums or otherwise provide without any obligation to you. You agree that we (or others we authorize) may freely use, disclose, reproduce, license, distribute, or otherwise exploit in any manner any Feedback you post in our forums or otherwise provide to us about our Services without any obligation to you, restriction of any kind (including on account of any Intellectual Property Rights), and without paying any compensation to you or any third party.

Other Content

The Services may contain links to websites or resources of others. We do not endorse and are not responsible or liable for their accuracy, availability, content, products, services or anything else. You are solely responsible for your use of any such websites or resources. Also, if we provide you with any Software under an open source license, there may be provisions in those licenses that conflict with the Agreement, in which case the open source provisions will apply with respect to the code to which those provisions apply.

Billing

All payments are to be paid in accordance with the Agreement. For any questions regarding billing please contact Trellus at founders@trellus.ai. Unless otherwise indicated on an Order Form or Statement of Work (SOW), all fees will be due and payable upon commencement of the Services (Service Fees). If you fail to pay Service Fees within five (5) business days of notice to you that payment is due or delinquent, or if you do not update payment information upon request, we may suspend or terminate access to the Services by you or your Authorized Users.

If during the then-current Initial Term or Renewal Term of the applicable Order (as the case may be) you increase the quantity of Trellus Services you are purchasing via an expansion Order Form or (if applicable), Trellus will invoice you for such increase, at the then-current pricing, pro-rated for the remainder of such Initial or Renewal Term. Trellus shall not be obligated to consider modifications to the Services in your subscription for the upcoming Renewal Term, unless you have given notice of such requested changes, at least 30 days prior to the end of your then-current Initial Term or Renewal Term, as the case may be. Except as otherwise set forth in the Agreement, Order(s) are non-cancelable and non-refundable.

You will pay all applicable sales, use, service, value-added, consumption or other taxes associated with the Services you purchase. Trellus will pay all taxes on its income and all taxes and insurance associated with its personnel.

Payments made by credit card or debit card may be billed and processed by an agent on behalf of Trellus. Such agent shall act solely as a billing and processing agent for and on behalf of Trellus and shall not be construed to be providing the Service. If you mandate the use of any specific payment portal or other processing agent which charges a fee to Trellus of any kind, you shall be invoiced the cost of such fee and obligated to pay it.

After the Initial Term, the Service Fees are subject to change and may be changed upon notice to you at least sixty (60) days prior to the start of any Renewal Term (as defined below).

Term and Termination; Suspension

The Agreement shall begin on the effective date as specified in your Order (Order Effective Date) and shall continue as specified in your Order (the Initial Term), automatically renewing thereafter (unless otherwise agreed to by the Parties in the applicable Order) for successive periods of twelve months each (each a Renewal Term, and together with the Initial Term, the Term) unless earlier terminated by the Parties in accordance with the Agreement. We reserve the right to suspend or terminate the Services in whole or part at any time, with or without cause, and with or without notice, without incurring liability of any kind. For example, we may suspend or terminate your use if you are not complying with the Agreement, or if you use the Services in any way that may cause us legal liability or disrupt others' use of the Services or damage to our business or reputation, or for any other reason. If we suspend or terminate your use, we will try to let you know in advance and help you retrieve data, though there may be some cases (for example, repeatedly or flagrantly violating the Agreement, a court order, or danger to other users) where we may suspend or terminate immediately. You acknowledge that if your access to the Services is suspended or terminated, you may no longer have access to Your Data that is stored with the Service. Either Party may terminate the autorenewal of the Agreement and/or the autorenewal of any Order upon written notice to the other Party, which notice is given at least thirty (30) days prior to the end of the applicable then-current Initial Term or Renewal Term, as the case may be. If notice of termination is not provided within such time frame, the subscriptions under the then-current Order(s) will auto-renew under the existing terms and conditions of the Agreement.

Indemnification

Your indemnity to us: you will defend and hold us and our affiliates, employees, officers, directors, agents, successors and assigns, harmless at your own expense, against any and all third party liability (including damages, recoveries, deficiencies, interest, penalties and legal fees), directly or indirectly arising from or in connection with: (i) Your Data; (ii) your violation of any third party rights (including third party intellectual property rights or privacy rights); and (iii) your use of the Services in any way contrary to the Agreement.

Our indemnity to you: We will defend and hold you and your employees, officers, directors, agents, successors and assigns, harmless at our own expense, against any and all third party liability (including damages, recoveries, deficiencies, interest, penalties and legal fees), directly or indirectly arising from or in connection with any third party claims that the Services infringe or misappropriate the intellectual property rights of a third party. We shall have no liability under this section to the extent that an alleged infringement of Intellectual Property Rights arises from (i) use of the Trellus Services and/or Software in combination with other equipment or software not provided or approved by us in writing, if such claim would have been avoided but for such combined use; (ii) any modification to the Software made by you or any other third party not approved by us in writing or permitted under the Agreement; (iii) your failure to install any Software updates provided by us; or (iv) use of the Trellus Services and/or Software other than in the manner permitted or authorized under the Agreement. In the event that your right to continue using the Services and/or Software are likely to be enjoined in our sole discretion we may (A) attempt to obtain the right for you to continue to use the Services and Software; or (B) replace or modify the Services and/or Software so that they no longer infringe but function substantially equivalently or (C) if neither (A) or (B) is commercially practicable, we shall have the right to terminate the Agreement and the license granted hereunder, and within thirty (30) days of the return of all Confidential Information to us by you, and return of Your Data to you, refund to you all unearned fees paid by you, if any, for any Services not yet performed. THE PROVISIONS OF THIS SECTION STATE THE SOLE, EXCLUSIVE, AND ENTIRE LIABILITY OF TRELLUS TO YOU, AND YOUR SOLE REMEDY, WITH RESPECT TO THE INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.

The Party seeking indemnification under the Agreement will: (i) give the indemnifying Party prompt written notice of the claim, (ii) tender to the indemnifying Party control of the defense and settlement of the claim, and (iii) cooperate with the indemnifying Party in defending or settling the claim. The indemnified Party will have the right to participate at its own expense in any indemnification action or related settlement negotiations using counsel of its own choice. Neither Party may consent to the entry of any judgment or enter into any settlement that adversely affects the rights or interests of the other Party without that Partys prior written consent, which may not be unreasonably withheld.

Warranties

Trellus warrants that: (i) it will provide the Services in a professional manner, consistent with good commercial practices; (ii) it will comply with all applicable law, and will be duly licensed and otherwise authorized to provide the Services; and (iii) it has the authority and right to enter into the Agreement and to observe and perform its respective obligations contained in the Agreement.

Customer warrants that it has the authority and right to enter into the Agreement and to observe and perform its respective obligations contained in the Agreement.

WITH THE EXCEPTION OF THOSE EXPRESS WARRANTIES MADE IN THIS SECTION, TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRELLUS DISCLAIMS ALL WARRANTIES WHETHER EXPRESS, IMPLIED OR STATUTORY.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL TRELLUS, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT TRELLUS HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE AGGREGATE LIABILITY OF TRELLUS TO YOU, ANY AFFILIATE OR ANY THIRD PARTY FOR ALL CLAIMS RELATING TO THE SERVICES OR CONNECTED WITH THE AGREEMENT, REGARDLESS OF THE DAMAGES THEORY, WILL NOT EXCEED THE FEES PAID OR OWING TO TRELLUS UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE DATE THE CLAIM AROSE. THE LIMITATION OF LIABILITY PROVIDED IN THIS PARAGRAPH WILL APPLY IN THE AGGREGATE TO YOU AND YOUR AFFILIATES AND SHALL NOT BE CUMULATIVE. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE PURPOSE OF THIS PARAGRAPH IS TO PROVIDE FOR THE ALLOCATION OF RISK AND LIMIT POTENTIAL LIABILITY GIVEN THE FEES PAID, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF WE WERE TO ASSUME ANY FURTHER LIABILITY THAN PROVIDED FOR HEREIN.

Some states do not allow the types of limitations in this paragraph, so they may not apply to you. IN THOSE JURISDICTIONS, TRELLUS' LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

In addition, Trellus and its authorized personnel may require access to Your Data or account. Neither Trellus nor any of its employees will be liable in cases where this access exposes us to your private data, including prospect info and e-mail metadata and content. By using Trellus, you agree to permit Trellus representatives these permissions. We reserve the right to access such Data in these ways and will keep information confidential.

Modifications

We may revise these Terms from time to time and the most current version will always be posted on our website. We will notify you of any change (for example via e-mail to the e-mail address associated with your account or by a notification when you sign in or by some other method). By continuing to access or use the Services after revisions become effective, you are agreeing to be bound by the revised Terms. If you do not agree to the new Terms, simply don't use the Services after the change is effective, in which case the change will not apply to you.

Miscellaneous Legal Terms

Neither Party will be liable for any delay or default in its performance of any obligation under the Agreement (other than a payment obligation) caused directly or indirectly by fire, flood, act of God, acts of government, an act or omission of civil or military authority of a state or nation, strike, lockout or other labor problem, inability to secure, delay in securing or shortage of, labor, materials, supplies, transportation or energy, failures of suppliers, or by war, riot, embargo or civil disturbance, breakdown, or destruction of plant or equipment arising from any cause whatsoever, or any cause or causes beyond such Partys reasonable control (collectively, Force Majeure Events). This provision will in no way impair either Partys right to terminate the Agreement. The Agreement and the use of the Services will be governed by Delaware law except for its conflicts of laws principles. All claims arising out of or relating to the Agreement or the Services must be litigated exclusively in the federal or state courts of Delaware, and both Parties consent to venue and personal jurisdiction there. These Terms, together with the associated Order, constitute the entire and exclusive Agreement between you and Trellus with respect to the Services, and supersede and replace any other agreements, terms and conditions applicable to the Services. In the event of any conflict or inconsistency between a provision in these Terms and a provision in the applicable Order, the provision in the Order will take precedence and prevail. The Agreement creates no third party beneficiary rights. Trellus' failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable the remaining provisions of the Agreement will remain in full effect and an enforceable term will be substituted to reflect our intent as closely as possible. You may not assign any of your rights under the Agreement, and any such attempt is void, but Trellus may assign its rights and obligations to any of its affiliates or subsidiaries, or to any successor in interest of any business or assets associated with the Services. Trellus may identify you as a customer in general listings of customers that Trellus may make available on its website or in promotional or marketing materials. Your Authorized Users who have access to certain additional features and functionalities of the Trellus Services to monitor and administer your Trellus account are defined herein as Your Admin Users. Your Admin Users may agree to additional terms related to Support requests, access to Trellus Beta programs, community forums, or other features as may be introduced by Trellus from time to time. Except as otherwise expressly set forth in the Agreement, all notices given to the Parties under the Agreement will be in writing and will be given by nationally recognized overnight courier service, certified mail (return receipt requested), facsimile or e-mail with electronic confirmation, or personal delivery, if to you at the address indicated on the applicable Order, and if to

Trellus at:
Outpost Labs Inc.
Attn: Legal Notices
28-07 Jackson Ave
Queens, NY 11101

With a copy e-mailed of even date to: founders@trellus.ai