Last updated: June 15, 2023

These Terms of Service (the "Terms") govern your access to and use of Trusli's website, applications, application plug-ins, and other services.

“Authorized Users” are individuals who are specifically authorized by a Customer to use the Service.

“Customers” are individuals or entities who use the Service, create an account, or have Authorized Users (as defined below).

“Paid Customers” are individuals or entities who have signed a Software License Agreement with Trusli and pay a license fee.

“You” and “Your” refer to Website Visitors, Customers, and Authorized Users, as applicable.

“Service” refers to the Trusli Website and Platform, and related applications.

“Website Visitors” are individuals or entities who visit the Service (as defined below).

These Terms are in addition to, and do not supersede, any other agreement between You and Trusli or any other applicable terms and conditions found on the Service. If You are a Paid Customer and You or Your organization are bound by a Software Licensing Agreement (“the License'') with Trusli, then these Terms will apply, if at all, only to use of the Service to the extent such use is not already governed by the License.

1. Acceptance of Terms
   
   By using the Service, You as a Website Visitor or Customer accept and agree to follow and be bound by these Terms (whether on behalf of Yourself or a legal entity You represent). You also agree to comply with all applicable laws and regulations, as well as all rules or restrictions that are posted on the Service. If You do not agree to these Terms, You are not authorized and must cease using the Service immediately.

2. About Us
   
   Trusli provides an automation software solution that allows teams at companies to manage procurement and contract review requests, , workflows, and approvals; generate and negotiate contracts; and track certain metrics.

You understand and agree that Trusli is not a law firm or an attorney, may not perform services performed by an attorney, and is not the substitute for the advice or services of an attorney. Any information contained on the Service is not legal advice and is not guaranteed to be correct, complete or up-to-date. No attorney-client relationship or privilege is created with Trusli. If, prior to using the Service, You believe that Trusli gave You any legal advice, opinion or recommendation about Your legal rights, remedies, defenses, options, selection of forms or strategies, You will not proceed with the use of the Service. If You need legal advice for Your specific problem, You should consult a licensed attorney in Your area.

3. User Representations and Warranties

• You represent and warrant by using the Service that You are at least 18 years of age and You are legally able to enter into a contract.
• If You are agreeing to these Terms on behalf of an organization or entity, You represent and warrant that You are authorized to agree to these Terms on behalf of that organization or entity and bind them to these Terms (in which case, the references to "You" and "Your" in these Terms also refer to that organization or entity).
• You represent and warrant that Trusli has not previously prohibited You from accessing the Service. If Trusli has previously prohibited You from accessing the Service, You are not permitted to access or use the Service.
• You hereby represent and warrant to Trusli that:

1. You have all requisite rights and authority to use the Service under these Terms and to grant all applicable rights herein;
2. You are responsible for all use of the Service associated with its associated account;
3. You are solely responsible for maintaining the confidentiality of Your  names and password(s);
4. You agree to immediately notify Trusli of any unauthorized use of Your account of which You becomes aware;
5. You agree that Trusli will not be liable for any losses incurred as a result of a third party's use of Your account, regardless of whether such use is with or without Your knowledge and consent;
6. You will use the Service for lawful purposes only and subject to these Terms;
7. Any information You submit to Trusli is true, accurate, and correct; and
8. You will not attempt to gain unauthorized access to the Trusli system or the Service, other accounts, computer systems, or networks under the control or responsibility of Trusli through hacking, cracking, password mining, or any other unauthorized means.

4. Trusli Account
   
   After signing the License, Trusli will create an administrator account (“Account”) for Your organization, Trusli will provide the administrator with a username and temporary password. The administrator will invite You to create an Account on Trusli’s Platform. When You create an Account to use or access certain portions of the Service, You must provide complete and accurate information, including as requested on the registration form, and You must maintain and update such information to keep it complete and accurate. You will also be asked to provide a username and password. You are entirely responsible for maintaining the confidentiality of Your password, and are responsible for all activities (whether by You or by others) that occur under Your password or Account. You may not use a third party’s Account, username or password at any time, and You will not allow anyone other than Authorized Users to access or use the Service from Your Account. You agree to notify Trusli immediately of any unauthorized use of Your account, username or password. Trusli shall not be liable for any losses You incur as a result of a third party’s  use of Your account or password, either with or without Your knowledge. You may be held liable for any losses incurred by Trusli, our affiliates, officers, directors, employees, consultants, agents and representatives due to a third party’s use of Your account or password.
   
   You will promptly notify Trusli of any suspected violation of these Terms by an Authorized User and will cooperate with Trusli to address the suspected violation. Trusli may suspend or terminate any Authorized User’s access to the Service upon notice to You in the event that Trusli reasonably determines that such Authorized User violated these Terms.

5. Intellectual Property Rights
   
   Trusli Inc. owns and operates the Service, and all materials on the Service are the property of Trusli or its third-party licensors. The Service is protected by copyright, trademark, and other intellectual property laws. You may not copy, reproduce, reverse engineer, distribute, display, perform, publish, adapt, modify, translate, create derivative works from, transmit, or in any way exploit any of the content on the Service, in whole or in part, without the prior written permission of Trusli.

The trademarks, service marks, trade names, logos, and other designations used on the Service (collectively, the "Marks") are the property of Trusli or its third-party licensors. You may not use the Marks without the prior written permission of Trusli.

The Service may contain links to third-party websites or applications. Trusli does not control or endorse the content of these third-party websites or applications, and You agree to hold Trusli harmless from any and all claims arising out of Your use of them.

Trusli reserves the right to terminate Your access to the Service if You violate any of the terms of this provision.

6. Copyright

Trusli abides by copyright law and expects its Users to do the same. If You believe that any content or material on the Service infringes copyrights You own, please notify us by contacting help@trusli.com.

7. User Files

You retain ownership of any intellectual property rights that You hold in the files You upload to the Service. By uploading files to the Service, You grant us a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, and transferable (in the event of a sale of substantially all assets or other acquisition) license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display such contents, provided that we do not reveal your confidential information in any way for any purpose.

We have the right, but not the obligation, to monitor, edit, or remove content that we determine in our sole discretion is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms.

You agree that You will not upload content that:

• Infringes the intellectual property rights of any third party;
• Is defamatory, libelous, or otherwise unlawful, harmful or objectionable;
• Is threatening, abusive, or obscene; or
• Contains a computer virus or other malware.

You are solely responsible for any content that You submit. We take no responsibility and assume no liability for any content posted by You or any third party.

8. User Restrictions

Prohibited Activities

You agree not to use the Service for any purpose that is unlawful, prohibited by these Terms, or harmful to Trusli or any other person or entity. Specifically, You agree not to:

• Transmit or upload any content that is illegal, harmful, threatening, abusive, harassing, tortious, indecent, defamatory, obscene, libelous, hateful, or otherwise objectionable;
• Impersonate any person or entity, or falsely state or otherwise misrepresent Your affiliation with any person or entity;
• Use the Service for any commercial purpose without the prior written consent of Trusli;
• Access or use another user’s account without their permission;
• Upload or distribute any viruses or other harmful code;
• Disrupt, disable, or otherwise interfere with the Service or the servers or networks connected to the Service;
• Violate any applicable law, regulation, or ordinance; or
• Engage in any other activity that Trusli reasonably determines is prohibited.

Trusli has the right to investigate and take any action it deems appropriate in response to any violation of these Terms, including but not limited to:

• Disabling or removing Your account;
• Reporting You to law enforcement; and
• Taking any other action that Trusli deems appropriate.

You agree to indemnify and hold Trusli harmless from any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with Your violation of these Terms.

9. Privacy
   
   You acknowledge that, except as described in these Terms, the information You provide to us or that we collect will be used and protected as described in the Trusli Privacy Policy.
   
   You agree that we may access, preserve, or share Your information if we believe it is necessary to:

• Investigate, prevent, or take action against illegal activities.
• Comply with legal process, such as a subpoena or court order.
• Protect the physical safety of any person.
• Respond to claims of violation of the rights of third parties.
• Protect the rights, property, and safety of Trusli, our employees, users, or the public.

This may involve sharing Your information with law enforcement, government agencies, courts, or other organizations.

10. Customer Data
    
    You are responsible for the data and information that You or Your Authorized Users input or upload into the Service (“Customer Data”). You are further responsible for obtaining any necessary right and licenses for use of the Customer Data by You and Trusli as contemplated in these Terms. You agree that You have the legal right and authority to access, use and disclose to Trusli any Customer Data. You authorize Trusli to access, process, and use the Customer Data as necessary to perform and fulfill its obligations hereunder, including to provide the Service to You. You and Your Authorized Users acknowledge that Trusli may process Customer Data in accordance with the Trusli Privacy Policy.
11. Fees
    
    Trusli may charge fees for certain or all aspects of the Service in the future. If we do, we will notify You by email or by posting a notice on the Service. Your continued use of the Service after the effective date of the change constitutes Your acceptance of the new or increased charges.

If You are a Paid Customer, You agree to pay Trusli in accordance with the terms of the License. Such fees may be adjusted from time to time by mutual written consent of the parties.

12. Modification of the Service
    
    We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice. We are not liable to You or to any third party for any modification, suspension or discontinuance of the Service.
13. Term and Termination

These Terms will remain in effect until terminated by either You or Trusli. You can terminate Your use of the Service at any time by ceasing to use it. Trusli may also terminate Your use of the Service or Your Account, for any reason, at its discretion. Trusli has the sole right to determine whether You have violated any of the restrictions set forth in these Terms.

If these Terms expire or are terminated for any reason:

• Any liabilities You owe Trusli that have accrued before the effective date of the expiration or termination will remain in effect.
• All licenses and use rights granted to You with respect to the Service and intellectual property will immediately terminate.
• Trusli's obligation to provide any further services to You under these Terms will immediately terminate, except for any services that are expressly to be provided following expiration or termination of these Terms.

Any other provisions that, by their nature, should survive termination of these Terms will survive termination. For example, any obligation You have to pay us or indemnify us, any limitations on our liability, and any terms regarding ownership or intellectual property rights will all survive termination.

14. Third Party Content
    
    We may provide links to third-party websites, services, or resources. These links are provided for Your convenience and do not imply any endorsement by us of the linked third-party website, service, or resource. We are not responsible for the content or functionality of any third-party website, service, or resource. Your use of any third-party website, service, or resource is at Your own risk.

Your correspondence with, or participation in promotions of, any third party found on or through our Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between You and such third party. You agree that we are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties or links to third-party websites or resources on our Service.

15. Warranties and Disclaimers
    
    THIS DISCLAIMER SECTION IS AN ESSENTIAL PART OF THESE TERMS.
    
    YOU ACKNOWLEDGE THAT YOU ARE USING THE SERVICE AT YOUR SOLE RISK. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, THE SERVICE ARE PROVIDED ON AN “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, COMPLETENESS, RELIABILITY, NON-INFRINGEMENT, OR ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM.
    
    TRUSLI DOES NOT WARRANT THAT ACCESS TO OR USE OF THE SERVICE WILL FUNCTION WITHOUT INTERRUPTION, WILL MEET YOUR REQUIREMENTS, IS FREE OF MALICIOUS CODE OR THAT IT IS FREE OF ERRORS OR OMISSIONS, OR LOSS OR SECURITY BREACH OF TRANSMITTED INFORMATION, OR THAT NO VIRUSES WILL BE TRANSMITTED THROUGH ACCESS TO OR USE OF THE SERVICE.
    
    YOU ARE ADVISED TO SAFEGUARD YOUR DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE SERVICE AND/OR ACCOMPANYING MATERIALS.
    
    CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
16. Indemnification
    
    You will defend, indemnify, and hold us, our affiliates, officers, directors, employees, suppliers, consultants, and agents harmless from any and all third-party claims, liability, damages, and costs (including, but not limited to, attorneys' fees) arising from or related to, as applicable:

• Your access to and use of the Service;
• Violation of these Terms by You or Your authorized Account user(s), as applicable;
• Infringement of any intellectual property or other right of any person or entity by You;
• The nature, content, and use of all data that You provide that is processed by the Service; or
• Any products or services purchased or obtained by You and specific to You in connection with the Service.

Trusli retains the exclusive right to settle, compromise, and pay, without Your prior consent, any and all claims or causes of action that are brought against us. We reserve the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify us and You agree to cooperate with our defense of these claims. You agree not to settle any matter in which we are named as a defendant and/or for which You have indemnity obligations without our prior written consent. We will use reasonable efforts to notify You of any such claim, action, or proceeding upon becoming aware of it.

17. Limitations of Liability

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, TRUSLI, ITS AFFILIATES, ITS SUBSIDIARIES, AND ITS THIRD-PARTY SERVICE PROVIDERS SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTIES FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA OR INFORMATION), HOWEVER IT ARISES (INCLUDING ATTORNEYS’ FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR BREACH OF CONTRACT, NEGLIGENCE, PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM YOUR USE OF THE SERVICE, THIS AGREEMENT, OR ANY VIOLATION BY YOU OF ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF Trusli HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE AMOUNT THAT TRUSLI IS LIABLE TO YOU EXCEED THE GREATER OF (I) $100.00 OR (II) THE AMOUNTS PAID BY YOU TO TRUSLI IN CONNECTION WITH THE SERVICE IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT ON WHICH YOUR CLAIM IS BASED. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF TRUSLI FOR (1) DEATH, TANGIBLE PROPERTY DAMAGE, OR PERSONAL INJURY CAUSED BY TRUSLI’S GROSS NEGLIGENCE OR FOR (2) ANY INJURY CAUSED BY TRUSLI’S FRAUD OR FRAUDULENT MISREPRESENTATION.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE PRIOR LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE FOREGOING LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES, AND TRUSLI WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT SUCH LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS.

18. Relationship of the Parties

• Independent Contractors

You and Trusli are independent contractors, and not employees, partners, or agents of each other. This means that each party is responsible for its own taxes, insurance, and other business expenses. Neither party has the authority to bind the other party in any way, without the prior written consent of the other party.

• No Third-Party Beneficiaries

These Terms are for the benefit of the parties only, and no third party is intended to be a beneficiary of these Terms. This means that no one other than You and Trusli can enforce these Terms.

• Representations

You must not represent to anyone that You are an employee, partner, or agent of Trusli, or that You have any authority to bind or commit Trusli in any way, without the prior written authorization of Trusli.

19. Miscellaneous

• Assignability.

You may not assign Your rights or obligations, or delegate Your responsibilities hereunder without Trusli’s prior written consent. If consent is given, these Terms will bind Your successors and assigns. Any attempt by You to transfer Your rights, duties, or obligations under these Terms except as expressly provided in these Terms is void. Trusli may, at any time, freely assign its rights, duties, and obligations hereunder without notice to You.

• Electronic Communications

You agree to receive all communications, agreements, and notices from us electronically. This includes communications related to our delivery of the Service, such as emails and in-product notifications.

You agree that all electronic communications from us satisfy any legal requirement that such communications be in writing or be delivered in a particular manner. You also agree to keep Your account contact information current so that we can reach You.

• Force Majeure

Neither party will be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money owed) on account of events beyond the reasonable control of such party, which may include without limitation denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages, internet connectivity failures, or pandemics. The party affected by the force majeure event will provide notice to the other party within a commercially reasonable time and will use commercially reasonable efforts to resume performance as soon as practicable. Obligations not performed due to a force majeure event will be performed as soon as reasonably possible when the force majeure event concludes.

• Governing Law.

These Terms and any dispute of any sort that might arise between You and Trusli will be interpreted in accordance with the law of the State of California and the United States of America without regard to any conflict-of-law or other principles that provide for the application of the law of another jurisdiction.

• Venue

Any claim or dispute between You and Trusli that arises out of or is related to the Service and is subject to binding arbitration under the rules of the American Arbitration Association in Santa Clara County,  California. Judgment upon the award rendered by the arbitrator may be entered in any court with  jurisdiction to do so. Each party waives its right to a jury trial. Each party agrees that money damages may not be an adequate remedy for breach of the provisions of this agreement or the License, the arbitrator shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief she or he deems just and equitable and within the scope of the License, including, without limitation, any injunction or order for specific performance.

• Entire Agreement.

These Terms and any documents expressly incorporated by reference constitute the final, complete, and exclusive expression of the agreement between You and Trusli regarding the Service provided under these Terms. These Terms supersede and the parties disclaim any reliance on previous oral and written communications with respect to the subject matter hereof and apply to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. Trusli hereby rejects any additional or conflicting terms appearing in a purchase order or any other ordering materials submitted by You and conditions assent solely based on these Terms and conditions of these Terms as offered by Trusli. Except as explicitly permitted in these Terms, no modification or amendment of these Terms shall be effective unless it is in writing and signed by an authorized agent of the party against whom the modification or amendment is being asserted.

• Trade Restrictions.

You acknowledge that the Service and any related products, information, documentation, software, technology, technical data, and any derivatives thereof, that Trusli makes available (collectively, "Excluded Data") may be subject to export control and sanctions laws and regulations of the United States and other countries. These laws and regulations may prohibit or restrict access to the Excluded Data by certain persons or from certain countries or territories, including, but not limited to, Cuba, the Crimea region of Ukraine, Sudan, Iran, North Korea, and Syria. These restrictions are known as "Trade Restrictions."

You represent and warrant that You are not:

1. Located in an embargoed country or territory.
2. Under the control of an entity organized in or a resident of an embargoed country or territory.
3. Listed on any U.S. government list of persons or entities with which U.S. persons are prohibited from transacting, including, but not limited to, OFAC's List of Specially Designated Nationals and Other Blocked Persons, the U.S. State Department's Nonproliferation Sanctions lists, the U.S. Commerce Department's Entity List or Denied Persons List located at https://www.export.gov/article?id=Consolidated-Screening-List.
4. Subject to end destination export control regulations, such as, but not limited to, the U.S. Export Administration Regulations and U.S. Government EU Dual-Use Regulation EC 428/2009.

You are solely responsible for complying with Trade Restrictions for all Excluded Data and any of its content transmitted through the Service.

• Language and Translations.

Trusli may provide translations of these Terms or other terms or policies. Translations are provided for informational purposes and if there is an inconsistency or conflict between a translation and the English version, the English version will control.

•  Waiver.

The waiver by either You or Trusli of any breach of any provision of these Terms does not waive any other breach. The failure of any party to these Terms to insist on strict performance of any covenant or obligation in accordance with these Terms will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of these Terms.

• Severability.

If any part of these Terms is found to be illegal, unenforceable, or invalid in any respect, the remaining portions of these Terms will remain in full force and effect. If any material limitation or restriction on the grant of any license to You under these Terms is found to be illegal, unenforceable, or invalid, the license will immediately terminate.

• Interpretation.

Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party.

• Headings.

The headings used throughout these Terms are solely for the convenience of reference and are not to be used as an aid in the interpretation of these Terms.

• Consumer Complaints.

California users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

20. Changes to Terms of Service
    
    We may update, change, or replace any part of these Terms at any time. The most current version of the Terms will be posted on the Service. It is Your responsibility to check the Service periodically for changes.

If we make any material changes to the Terms that affect Your rights or obligations, we will notify You of the changes in a reasonable manner. This may include notifying You through the Service or by sending You an email.

Your continued use of the Service following the effective date of any changes to these Terms constitutes Your acceptance of those changes. If You do not agree to the new Terms, You may not use the Service.

21. Contact Us
    
    If You have any questions or concerns about the Service or these Terms, please contact us at help@trusli.com.

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