Platform Agreement • Trinsic

TRINSIC TECHNOLOGIES, INC. PLATFORM AGREEMENT

Version 1.1 — Last modified February 21, 2023

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Welcome to Trinsic’s Platform Agreement. Regardless of what brought you here, we hope you find what you’re looking for. We’ve done our best to make our terms reasonable, complete, readable, and understandable, but you may still have additional questions or clarifications. If so, feel free to contact us using one of the methods below:

Submit a contact form here
Email us at: hello@trinsic.id
Snail mail at: Trinsic Technologies Inc. 2261 Market Street #4395 San Francisco, CA 94114 (Attn: Legal)

By way of introduction, Trinsic is a high-technology company building solutions to increase trust online. Our mission is to make the world’s products and services more accessible to all. Our primary business is building libraries, infrastructure, and tools that developers and organizations use to create, share, and manage authentic data. Learn more about us at our website: www.trinsic.id

This is our Platform Agreement. As a courtesy to you, on the left side, we’ve done our best to translate the legalese into a “plain English” format. You should know, however, that the language on the right is the legally binding stuff – the “plain English” is only a guide to understand the legalese. You’re responsible to read and understand the legal contract.

Incorporated into this Agreement are our Terms of Service (“TOC”) which contains our Service Level Agreement (“SLA”), Acceptable Use Policy (“AUP”), and Privacy Policy (“PP”) (collectively the “Documents”). Together with the Documents, this Platform Agreement (“PA”) outlines the platform we’re agreeing to provide and the duties, obligations, rights, and conditions for its use.

TRINSIC PLATFORM BUSINESS TERMS

Plain English

Legally-Binding Contract

Trinsic provides a platform which gathers all the layers of ToIP into one online dashboard, using APIs as access points. The Trinsic Platform allows you to craft your customers’ experience and it is your responsibility to clearly explain how your services intersect and relate with Trinsic’s Platform and/or services.

Trinsic Platform Services. Trinsic provides the “proof of anything” platform, aligning all layers of the Trust over IP (“ToIP”) stack into a single platform-as-a-service through the Trinsic application programing interfaces (“Trinsic API”), and related technical, business and support services, each as may be modified or updated (together, the “Trinsic Platform Services”). The Trinsic Platform Services allow you to manage your end users’ and your own experience on your platform, website, and/or application (each, an “Application”) and open and manage end user Trinsic accounts (“Customer Accounts”) (together, your “Trinsic-Enabled Services”). Any party that has created a customer account as an end user shall be referred to herein as a “Customer.” The products and/or services that you provide through your Applications, including through the Trinsic Enabled Services, shall be referred to herein as “Your Services.” You are obligated and required under this Agreement to clearly identify to your end users the nature of Your Services, your Trinsic-Enabled Services, and Trinsic’s role in the provision of Your Services.

You may not exceed 1,000,000 end-users unless you have another agreement with Trinsic. Your plan will dictate other limitations, but if none are set then 5,000 end-users is used.

Service Capacity Limits. Usage of the Trinsic Platform shall be limited to a maximum of 1,000,000 end-user wallets, unless otherwise specified in a separate agreement.

Other platform limitations are dictated according to your subscription plan. If no such limitations are explicit, the default amount of 5,000 end-user wallets is used.

We’ll do our best to make sure our service is always available. If we experience downtime, we’ll credit you in proportion to the downtime.

Service Level Commitment. Company shall take commercially reasonable efforts to ensure that Downtime of the Platform is less than 0.1% per month (the “Service Level Commitment”). We will use all commercially reasonable efforts to make the Platform available to you 100% of the time. Downtime, defined as the Platform being unavailable for use as measured in continuous 5-minute increments, may occur despite our best efforts. Should the Platform be available less than 99.9% of the time, Company agrees to credit you an amount equal to 5% of total monthly service fees for every 0.1% of downtime beyond the 99.9% level, with a maximum monthly credit of 25% per month.

We expect you to pay for the service we provide you. We’ll either automatically charge your payment method or invoice you. If payment is exceedingly late, we may revoke platform access.

Payment Terms. Trinsic will automatically bill your payment method on file based on the pricing you agreed to through the Platform or an order form. If we’ve agreed to invoice you, we will invoice you promptly when payment is due. We extend 30 day payment terms on invoices. If you believe you were invoiced incorrectly, you must contact us within 10 business days. Unpaid fees are subject to a financing charge of 1.5% per month on any outstanding balance but all expenses related to collection. Payment exceeding 30 days late may result in termination of your Platform access.

USING THE TRINSIC PLATFORM SERVICES

Plain English

Legally-Binding Contract

Trinsic’s Platform Services are designed for B2B use. You must open an account and follow our TOS and Privacy Policy. Failure to follow them could result in your account being limited, suspended, or terminated.

Trinsic Account. In order to use the Trinsic Platform Services, you must, open and maintain a Trinsic account governed by the Trinsic TOS and Trinsic Privacy Policy, as they may be updated from time to time. Your use of the Trinsic Platform Services may be limited if your Trinsic account is suspended, restricted, or otherwise terminated for violations of this Agreement, the Trinsic TOS or AUP.

You need to ensure basic security protocols, such as passwords, security codes, and account credentials are safeguarded and not used by unauthorized persons. If you think any of your security protocols have been breached you need to contact Trinsic right away.

Securing Your Account. You are solely responsible for maintaining the security of your Trinsic account and credentials by implementing commercially reasonable security and control protocols, such as API Credentials as defined below, passwords, verifiable credentials, cryptographic proofs, and security codes (“Account Credentials”). You are solely responsible for guaranteeing that any employees, contractors, and agents comply with any and all security requirements set out in this Agreement, as may be applicable. You are responsible for any and all activity conducted using your Account Credentials, regardless of whether you authorized such activity or not. You are required to notify Trinsic if you have reason to believe that your Account Credentials have been compromised.

In order to use our Platform you need to provide us with information about your business. Providing us with this information is required before an account will be approved by us. You need to make sure that info about your business is accurate and up to date. We may terminate your account if you fail to follow this requirement.

Required Information. When you register for an account, we will require certain information about your business, including but not limited to: business name, address, phone number, email address, tax identification number, website address, business model, and any supporting documentation that we deem necessary in our reasonable discretion (such as copies of government-issued identification, licensing information, proof of financial condition, business policies, and any other business or identification documentation we deem necessary).You represent and warrant that any information that you provide to us about your business is accurate and complete and that you will keep this information up to date at all times. Failure to do so may result in termination of this Agreement by Trinsic

You must maintain your eligibility for the Trinsic Platform services and we may suspend or terminate service to any business that is no longer eligible.

Periodic Review of Business Operations. Trinsic reserves the right to request, and you agree to provide, information about your business, operations, funds flows, and/or integration with the Trinsic Platform Services. Reevaluation of your eligibility for the Trinsic Platform Services may be done at any time. Trinsic may immediately suspend or terminate any of the Trinsic Platform Services in the event that Trinsic reasonably determines, based on any of the review processes described in this Agreement, that you have become ineligiblefor any of the Trinsic Platform Services.

You must follow our Acceptable Use Policy found in our Terms of Service.

Forbidden Activities. You shall not use or attempt to use the Trinsic Platform Services to engage in or encourage or support any activity that violates our Acceptable Use Policy.

You agree to follow all laws and regulations. You agree to follow this Agreement and Trinsic’s TOS. Finally, you agree to follow all requirements we give you for integration purposes.

Compliance. You represent and warrant that you will only use the Trinsic Platform Services for legal and legitimate purposes and that you will at all times operate your business in compliance with: (a) all applicable federal, state, and local laws, rules, regulations, and guidance, including, without limitation, those governing payment services, consumer protections, privacy, and data security (collectively, “Applicable Law”); (b) this Agreement; (c) the Trinsic TOS; and (d) the any and all Trinsic Integration Requirements.

We won’t be left holding your bag. If you or your customers do something through our platform, you will be solely financially responsible for it even if it is resulting from fraud.

Obligations and Liability for End User Activity. You are solely responsible for any and all activity initiated using the Trinsic Platform Services, including, without limitation, any fraudulent activity. It is your responsibility to ensure your End Users are complying with our Terms of Service, Privacy Acceptable Use policies. To the extent End User data is stored by you, you are responsible for securing such data against security risks and breaches. Trinsic reserves the right to restrict, suspend your access to the Trinsic Platform Services and may even terminate this Agreement if we determine that your or your End User’s activity poses an unacceptable risk to Trinsic or other Trinsic customers.

We can limit how and with whom you engage on our platform, but we will let you know in writing before we impose limitations.

Limitations. Trinsic reserves the right, in its sole discretion, to limit the types of transactions allowed on its platform, including, but not limited to, the number of transactions you process over a period of time, the aggregate dollar value of one or more transactions, or industries with which you can do business on the Trinsic Platform Services. We will notify you about these limitations in writing prior to them being imposed. Nothing in this provision will be deemed to limit Trinsic’s right to decline any transaction that you submit in accordance with Trinsic’s other rights under this Agreement.

We will not be responsible for any taxes connected to the sale of your goods and services via our platform. You are responsible for all your own taxes. From time to time, we may be required by the IRS to provide them with reports about your selling activity. You agree to cooperate with our reporting requirements. If we ever have to pay taxes on your behalf, you agree to take full responsibility and agree to pay us for anything we may pay on your behalf.

Responsibility for Taxes. Trinsic is not responsible for the payment of any taxes, duties, levies, or tariffs related to the sale of Your Services or any related goods and services through your Application. You acknowledge that you are solely responsible for paying and collecting any applicable taxes, duties, levies, or tariffs imposed with respect to the sale of Your Services and the sale of any goods or services through your Application.

Both you and Trinsic can terminate this Agreement by giving notice at least 30 days prior to the agreement renewing. If it is terminated, you agree to immediately stop using the platform for any new transactions, work with us to finalize any pending transactions, give end users their money back and stop using any of our trademarks. We reserve the right to terminate this at any time if you fail to pay what you owe, violate any of our agreements, policies or terms of use, or pose a risk to our platform. All of your obligations to pay under this Agreement will continue to be enforceable even after termination.

Termination. Either party may terminate this Agreement by giving written notice at least thirty (30) days prior to the conclusion of the then-current term. Once termination is effective you agree to: (a) immediately cease using the Trinsic Platform Services in any way to accept any new transactions and (b) remove any Trinsic Marks, as defined in this Agreement from your Application(s). Trinsic reserves the right to terminate this Agreement in its sole discretion for (x) failure to pay any Fees or any other amounts owed under this Agreement within thirty (30) days of receiving notice from Trinsic that payment is owed; (y) violating this Agreement or any other applicable Trinsic policy, agreement, or term of service; or (z) using the Trinsic Platform Services in manner that poses unacceptable risk, including but not limited to financial or data security risk, to Trinsic and/or its third-party partners in Trinsic’s sole discretion. You expressly acknowledge and agree that all of your obligations to pay any Fees, fines, or other amounts under this Agreement, and to appropriately disburse any Customer Account funds, shall survive the termination of this Agreement.

INTEGRATION AND END USER EXPERIENCE REQUIREMENTS

Plain English

Legally-Binding Contract

In order to access our APIs, you will need access credentials, which we will provide to you. You must not share them with any unauthorized parties. If you do, we may immediately terminate access to our APIs.

API Security. Trinsic requires strict security protocols be followed in accessing the Trinsic API. As a result, Trinsic will provide you with authorization secrets which are required to interact with the API (“API Credentials”). The API Credentials are the sole property of Trinsic and must be kept confidential at all times. You are responsible for maintaining commercially reasonable security and control of your API Credentials. You may not sell, transfer, assign, sublicense, or disclose the API Credentials to any third party, other than to your third party service providers who need such information in order to perform services for you, if applicable. Trinsic may immediately revoke the API Credentials if you breach this Agreement. Notwithstanding the foregoing, from time to time, Trinsic Tech Support may request your API Credentials to assist you in resolving a technical support issue. Providing API Credentials to Trinsic Tech Support Services will not cause a breach of this Agreement.

You must require your End Users to sign an agreement with you that ensures that they are abiding by the same obligations and terms of service which you required to abide by. You must have protocols in place to enforce these rules. If you suspect or learn that an End User is violating laws, engaging in any deceptive or fraudulent activity or is otherwise violating the terms of this agreement or our terms of service, you must notify us immediately.

Agreements with End Users. You are required to have a written agreement with End Users (“Your Terms”) before you can provide the Trinsic-Enabled Services to them. Your Terms must be presented to your end users via online disclosure, accepted electronically, or via a written agreement and be accepted in an auditable manner that complies with federal electronic signature laws as applicable. Your Terms must allow you to comply with all requirements of this Agreement and must incorporate Trinsic’s Terms of Service, Acceptable Use and Privacy Policies, including having these terms and policies made applicable by reference in your terms with End Users. Trinsic has no liability to End Users for any of Your Services, including anything that may be sold through your Application. If your Application allows End Users to buy or sell goods or services, you must have a refund policy and comply with that policy. You are responsible for enforcing End Users’ compliance with Your Terms. You are required to take commercially reasonable steps to prevent End User activities on the Trinsic-Enabled Services from violating any Applicable Law or the Trinsic Terms. You must immediately notify Trinsic if you suspect or identify any illegal, fraudulent, deceptive, or otherwise suspicious activity associated with an End User and Trinsic-Enabled Services.

You are required to record the End User’s approval to allow Trinsic to act as your payment service provider. Before you do something for you End Users, such as gathering personal data, sharing that data with Trinic, using that data for a purpose you haven’t told them about, you must get their consent in writing. If they revoke consent, you must get their written consent again.

End Users Authorization and Express Consent. Prior to allowing End User’s personal information to be transferred, you must capture the End User’s authorization. End User must provide you with their express consent before you can conduct any activity for and/or on behalf of the End User in connection with the Trinsic-Enabled Services, including but not limited to: (a) collecting any End User personal data; (b) sharing End User with data with Trinsic for the purpose of enabling the Trinsic-Enabled Services, including the provisioning and support of a Customer Account, if applicable, (c) using any End User personal data for a purpose not previously disclosed or for which the End User has withdrawn consent; or (d) conducting any activity for which the End User has not given you express consent or for which the End User has withdrawn consent.

You are responsible for notifying End Users in connection with their use of the platform. Trinsic will not initiate any notifications to End Users.

Notifying End Users. You are solely responsible for sending all necessary notifications to end users related to their use of the Trinsic-Enabled Services, including Customer Account and payment activity notifications, as applicable. Required Customer Account activity notifications include, but are not limited to, all notifications as may be required by state and federal laws.

You are responsible for disclosing various things to End Users in connection with their use of the platform.

Required Disclosures to End Users. You are required to provide clear and easily understood disclosures to End Users regarding their use of the Trinsic-Enabled Services, including, but not limited to (a) any and all information that may be retained by You; (b) any risks of using your application; (c) the payment amount(s), payment schedule, and any relevant payment terms relating to any payment to you; and (d) your cancellation and refund policies.

You are required to handle customer support for your customers. You are also required to have a customer support policy and make it available to customers.

Customer Support. Trinsic is not responsible for any customer support to End Users. You are solely responsible for providing customer support for Your Services to End Users and, if applicable, for any goods or services that are sold via Your Application. You are required to have and clearly disclose your customer support policy and publish your customer support contact information in an easily accessible manner within any Application through which you offer Your Services.

We are not responsible for End User Disputes. You are responsible for all End User Disputes, but we may opt to assist you with it in our sole discretion. Whether we try to help or not, you must provide us with any information we request relating to the dispute.

Dispute Resolution. Trinsic is not responsible to resolve and bears no liability for any dispute that may be communicated to us relating to Your Services (“End User Disputes”). You are solely responsible for resolving all End User Disputes related to Your Services. You must provide Trinsic with any and all requested information regarding the status of an End User Dispute. Trinsic has the right but no obligation to provide support to an End User that contacts Trinsic regarding an End User Dispute, and in such event, you must provide Trinsic with any information Trinsic reasonably requests for the purposes of assisting the end user.

You are required to provide correct information about your customers. It is your responsibility to ensure that it is accurate.

End User Data. You must provide accurate and complete End User data as required or requested by Trinsic for the purposes of providing you the Trinsic Platform Services. Trinsic may require additional information to enable the Trinsic-Enabled Services for an End User and you agree to provide such information. You must use commercially reasonable efforts to verify that any End User data that you provide to Trinsic is accurate and complete

We can refuse, limit or terminate your customer’s access to the platform if we decide their activities are too risky to the platform or other users. If we do, we will provide you with notice if not otherwise prohibited by applicable laws.

Risk Management. Trinsic reserves the right to decline, restrict, or otherwise limit any transaction and/or the ability of an End User to use the Trinsic-Enabled Services in accordance with Trinsic’s risk management policies. You are responsible for verifying the identity and legitimacy of your End Users, their activities, and their transactions using commercially reasonable methods. Trinsic, may, at its option, restrict, suspend or terminate an End User at any time if it decides an End User’s use of Trinsic-Enabled Services violate the Trinsic Terms, any other applicable Trinsic agreement or policy, or any Applicable Laws, or if it determines that End User’s activities pose an unacceptable risk to Trinsic or its users. We also reserve the right to restrict, suspend or terminate an End User if you do not provide Trinsic with all end user information as required or requested by Trinsic or for any other reason Trinsic may deem appropriate. If Trinsic suspends, restricts or terminates an end user, Trinsic will try to provide timely notice to you, however, notice may happen after the suspension, restriction, or termination has occurred. Trinsic may contact any End User for Trinsic’s fraud investigation and/or risk management purposes. If Trinsic contacts an End User for such purposes, Trinsic will notify you to the extent permissible under Applicable Law.

You will work to ensure that no one creates an unauthorized account. End Users must be at least 13 years old.

End User Accounts. Depending on your use of the Trinsic Enabled Services, your End Users may be required to open a Trinsic Customer Account. To the extent these End users are individuals, they must be 13 years old or older. You agree that you will not open or attempt to open a Customer Account for any End User that does not meet these criteria and that you will use appropriate measures, technical, operational, and otherwise, to prevent unauthorized creation of a Customer Account.

Sometimes your End Users will need to create a Trinsic Customer Account to use Your Application. You are responsible for making sure that they create a Trinsic Customer Account, accept our Terms of Service and any of our policies. You must take and keep a record of End User’s acceptance. Furthermore, must notify End Users about changes to our Terms, policies, about any service outages, any announcements about our services or anything else you must disclose by law.

Further Disclosures to Certain End Users. In some cases, interaction with Your Application will require or allow End Users to create a Customer Account with Trinsic. Finally, you must provide such End Users with notification about their account activity and must provide notice of your customer support and dispute resolution policies. You are required to obtain and keep a record of End User’s acceptance of Your Terms, which should comply with the Trinsic Terms and Privacy Policy in an auditable manner and in compliance with federal electronic signatures law prior to providing a Customer Account and any related Trinsic-Enabled Services to that end user. You must also agree to promptly notify End Users about changes in our Terms, policies, any service outages, or other announcements about the Trinsic-Enabled Services or any disclosures required by applicable law.

Before you can terminate your End User’s Customer Account, you must make sure that funds in their account are transferred as out lined in Your Terms of Service. Trinsic may ask you to terminate End User accounts in its discretion and you will be required to comply. End Users are permitted to terminate your access to their Trinsic Customer Account.

Termination of End User Customer Accounts. For all End Users who must create a Customer Account, before you can terminate your relationship with these End users, you must ensure that any funds held in their Trinsic Customer Account are handled or disbursed in accordance with Your Terms and that funds are transferred in a timely manner. Trinsic may require you to terminate a Customer Account if Trinsic deems the Customer Account to be inactive or dormant, or for any other reason Trinsic deems necessary. You agree to notify Trinsic immediately if you receive a request from a Customer to close their Customer Account. You understand that an End User may terminate your access to their Customer Account at any time upon notice to Trinsic

You are required to publish and follow a privacy policy. Your Privacy Policy must be easy to find and must be published on your website an any application your customers interact with.

Your Privacy Policy. You are required to publish and comply with a privacy policy that is clearly displayed and easily accessible from every Application from which Your Services are required to make your privacy policy available on both the website and within any application. Your privacy policy must comply with Applicable Law and clearly explain what data you collect, how you will use it, how you will share itand how you will store it.

You must get your End Users’ written consent to store and use their data. You must abide by the written agreement. You cannot sell or otherwise transfer any data collected from End Users to a third-party.

Use of End User Data. It is your sole obligation to obtain End Users’ express consent to store and use their data for the purposes of providing Your Services, including the Trinsic-Enabled Services. You are not permitted to sell, transfer, sublicense, and/or assign any interest in any data that you access or receive via the Trinsic APIs and the Trinsic Platform Services. You are solely responsible for your use of any End User data.

You are responsible for securing data in your possession and control and Trinsic is responsible for data in its possession and control and to maintain accepted protocols for data security. Trinsic may terminate your access to the platform if your application fails to adequately protect End User data.

Securing End User Data. Each party solely responsible for securing all data in its possession or control and for its compliance with Applicable Law in connection with its data handling and management practices. Each party must maintain commercially reasonable data security controls to protect and secure data from unauthorized use, access, or disclosure. Upon request from Trinsic, you must provide Trinsic with any evidence to demonstrate you are complying with this requirement. Trinsic reserves the right, in its sole discretion, to terminate use of the Trinsic Platform Services if it determines that you or your application pose an unacceptable security risk to Trinsic, its platform, or its users.

Trinsic may require you to provide us with documents, reports, data and any other information to make sure you are complying with the terms of this Agreement. You agree to cooperate by providing the requested documents to us within 30 days and remedying issues within 15 days.

Right to Audit. Trinsic reserves the right to audit, inspect or otherwise track your compliance with this Agreement. You are required to provide Trinsic or a third-party auditor with any and all information requested, including, but not limited to documents, records, reports, or other data, information, or materials compiled, maintained, or otherwise available to the extent related to your compliance with this Agreement and not prohibited from disclosure by Applicable Law within thirty (30) days. Failure to cooperate with any such audit attempt is grounds for termination. If any non-compliance is found by the auditors, you agree to immediately take appropriate actions to remedy the situation within fifteen (15) days, or otherwise as the parties may agree.

Generally, the parties must keep information received from the other confidential unless it is clearly public information already. You must apply reasonable protocols for protecting Confidential Information, at least the same measures you apply in relation to any of your own confidential information. That being said, you are permitted to make any disclosures required by law or court order as long as you give us enough notice to seek court protective orders.

Confidential Information. For the purposes of this Agreement “Confidential Information” shall mean any information disclosed to the other that is not already publicly available. Specifically, on the part of Trinsic, information relating to Trinsic’s intellectual property, copyrights, trademarks, patents, trade secrets, software, inventions, ideas, compilations, formulas, plans, patterns, processes, programs, tools, techniques, mechanisms, compounds, devices, employees, contractors, vendors or any disclosure that relates to the business or affairs of Trinsic, its affiliates, clients or suppliers and is confidential or proprietary to, about or created by Trinsic, its affiliates, clients, or suppliers. The parties should maintain Confidential Information in a commercially acceptable manner and take all reasonable precautions to protect said information, including, without limitation, all precautions they employ with respect to its own confidential materials. Notwithstanding the foregoing, each party may make disclosures required by law or court order provided they use diligent reasonable efforts to limit disclosure and has allowed the other party to seek a protective order.

This Agreement grants you a limited, non-exclusive license that cannot be transferred in any way, to integrate our platform with Your Application, but it can be terminated if you share your credentials or breach this Agreement.

API-License. You are granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access, use, and integrate the Trinsic Platform Services with your Application in accordance with this Agreement (“API License”). We reserve the right to immediately revoke or terminate this API License if you share your API Credentials with any third party (other than third party service providers who need such information in order to perform services for you) or if you breach this Agreement.

We can use each other’s trademarks to identify the other as a partner. You are not permitted to misstate the nature of our relationship. Trinsic can terminate this license at any time by giving notice to you.

Trademarks. Each party grants the other party a limited, non-exclusive, non-transferable, non-sublicensable, revocable license for the term of this Agreement to use and display the other party’s trade names, trademarks, logos, and domain names (“Marks”) to identify Trinsic as a provider of the Trinsic Platform Services and for Trinsic to identify you as a user of the Trinsic Platform Services. You may only use Trinsic’s Marks in accordance with any usage guidelines communicated to you by Trinsic and this Agreement. You may not misstate or incorrectly describe the nature of the relationship between you and Trinsic and the services provided by each party. Trinsic may revoke your ability to use the Trinsic Marks in its sole discretion upon notice to you. If you would like to opt-out of this license, please contact info@trinsic.id for more information on how to revoke your consent.

We will retain any and all intellectual property rights to our APIs, our Platform, or any and all of our intellectual property rights. You agree not to copy, transfer or reverse engineer our IP or allow another to do so.

Intellectual Property Ownership. Trinsic is the exclusive owner of and retains all right, title and interest to the Trinsic Platform Services, the Trinsic APIs, the Trinsic platform and all modifications, enhancements, upgrades and updates thereto, the Trinsic Marks, and any and all intellectual property rights therein and thereto (collectively, the “Trinsic IP”). There are no implied licenses under this Agreement. You will not acquire any rights in the foregoing and you will not copy, transmit, transfer, modify or create derivative works, reverse engineer, reverse compile, reverse assemble or otherwise determine or derive source code of the Trinsic IP, nor permit or authorize any third party to do any of the same.

We welcome feedback. When you share that feedback with us, it becomes our property and we can do what we like with it.

Feedback. You may voluntarily provide suggestions or ideas for improvements or modifications to the Trinsic Platform Services (“Feedback”). Nothing in this Agreement will prohibit Trinsic from using, profiting from, disclosing, publishing, or otherwise exploiting any Feedback, nor create any obligation to compensate you for the provision of Feedback. Trinsic shall also own any and all intellectual property rights provided in any feedback from you or any End Users.

GENERAL LEGAL TERMS

Plain English

Legally-Binding Contract

You will defend and pay our costs, attorney fees as well as any damages, settlements or penalties and fines related to any claims against you in connection with this Agreement.

Indemnification. You agree to defend and indemnify Trinsic, its officers, directors, agents, employees, and suppliers from any third-party claims, actions, proceedings, and suits and related liabilities, damages, settlements, penalties, fines, costs, or expenses (including reasonable attorneys’ fees and other litigation expenses) arising from your violation or breach of this Agreement, your negligence or misconduct, your violation of Applicable Law, or from any claim arising from the terms of this Agreement.

Basically, the platform is sold as is and as has been demonstrated. We are not promising the platform will function specifically to suit your needs other than what we have advertised to the public. We will not be responsible for any losses that you may incur as a result of the platform operating as you may have hoped. There are many types of damages you will not be entitled to as a result of this limited warranty section. Review it carefully. The maximum recovery under this agreement shall be limited to amount paid to us over the prior six months leading up to a claim.

Limited Warranty. Trinsic warrants the Trinsic-Enabled Services will be provided in conformance with the terms of this Agreement and Trinsic does not make any other warranties, whether expressed or implied, whether regarding the performance of the Trinsic-Enabled Services or any other services provided under this Agreement. Trinsic does not warrant that the Trinsic-Enabled Services will meet your requirements for a particular purpose or that operation of the Trinsic-Enabled Services will be uninterrupted or that it will be error free. The Trinsic-Enabled Services are sold “AS IS” and Trinsic is not responsible for assumed features or functions not directly observed by you during pre-sale platform demonstrations. Trinsic agrees that you have not warranted recovering any data or other information contained in your designated system. Trinsic shall not be liable for any loss of profits, loss of use, business interruption, loss of data, cost of cover or any indirect, special, incidental, exemplary, punitive or consequential damages of any kind in connection with or arising out of the furnishing, performance or use of the Software or services performed hereunder, whether alleged as a breach of contract or tort conduct, including negligence even if advised of the possibility of such damages. EXCEPT AS EXPRESSLY SET FORTH IN THIS PARAGRAPH: (a) TRINSIC SHALL HAVE NO LIABILITY FOR THE TRINSIC-ENABLED SERVICES OR FOR ANY SERVICES PROVIDED, INCLUDING ANY LIABILITY FOR NEGLIGENCE; (b) TRINSIC MAKES AND CUSTOMER RECEIVES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR IN ANY OTHER PROVISION OF THIS AGREEMENT OR ANY OTHER TRINSIC TERMS, POLICES OR COMMUNICATIONS; AND (c) TRINSIC SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Subject to the foregoing and notwithstanding anything to the contrary elsewhere contained, in no event shall the maximum aggregate liability of the Trinsic in connection with this Agreement exceed the maintenance and support fee paid by the Customer in the six (6) months preceding the claim.

We cannot be held liable for most types of damages that could arise under this Agreement. This is a broad waiver and limitation of liability. Moreover, you must indemnify and hold us harmless from any claims from End Users for any such damages.

What you see is what you get. We do not warrant that our platform meets any specific needs unless clearly identified in this Agreement.

Parts of our platform are still in beta and we are relying on you to provide us with feedback so that we can improve our platform. The system will likely have “bugs” that need to be worked out, some of which could cause problems in your own system. Your continued use given this notice means you know and understand the risks and should prompt you to take extra precautions to preserve your data.

If there is a problem that results in a loss or damages, we will not be liable for such loss or damage.

We will not be responsible for any losses or damages resulting from customer account credentials being compromised.

We cannot guarantee that the platform or our third-party software are safe and virus free. Proceed at your own risk.

We won’t be responsible for any violations of state, federal or international law. You must ensure the platform is operating legally for your purposes.

We will make changes to our platform from time to time. We cannot guarantee that subsequent versions will function the same as prior versions and we will not be liable in that event.

You are responsible for your own costs and expenses related to claims or liabilities associated with your or your End User’s use of the platform.

Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRINSIC WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION, ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA, LOSS OF BUSINESS, ANTICIPATORY PROFITS, OR OTHER INTANGIBLE LOSSES REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES) CAUSED OR ALLEGED TO BE CAUSED, DIRECTLY OR INDIRECTLY, BY THE TRINSIC-ENABLED SERVICES, TRINSIIC PLATFORM, THIRD-PARTY AFFILIATE SERVICES OR SOFTWARE, ANY DOCUMENTATION, OR ANY OTHER INFORMATION, MATERIALS, OR SERVICES PROVIDED TO YOU, END USERS OR OTHERS IN CONNECTION WITH USE OF THE TRINSIC-ENABLED SERVICES, AND YOU MUST INDEMNIFY AND HOLD TRINSIC HARMLESS FROM THE SAME. THIS LIMITATION OF LIABILITY APPLIES REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION.

THE TRINSIC-ENABLED SERVICES, THIRD-PARTY ENABLED SOFTWARE, ANY DOCUMENTATION, AND ANY OTHER INFORMATION, MATERIALS, OR SERVICES PROVIDED TO CUSTOMER OR OTHERS IN CONNECTION WITH USE OF THE TRINSIC-ENABLED SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER.

CUSTOMER ACKNOWLEDGES THAT THE TRINSIC-ENABLED SERVICES AND SOFTWARE ARE CURRENTLY STILL UNDER DEVELOPMENT AND TESTING BY TRINSIC. WE DESIRE TO OBTAIN INPUT FROM YOU TO ASSIST US IN ITS ONGOING DEVELOPMENT OF THE TRINSIC-ENABLED SERVICES AND RELATED THIRD-PARTY SOFTWARE. ACCORDINGLY, THE PARTIES ACKNOWLEDGE THAT THE PROGRAMS LIKELY CONTAIN “BUGS” AND OTHER ERRORS THAT COULD ADVERSELY AFFECT THE USE OR PERFORMANCE OF THE TRINISC-ENABLED SERVICES AND THIRD-PARTY SOFTWARE; AND CUSTOMER SHOULD TAKE EXTRA CARE IN PRESERVING ITS PRE-EXISTING DATA ON CUSTOMER’S EQUIPMENT IN ORDER TO AVOID ANY LOSS OF DATA AS A RESULT OF USING THE PRODUCT AND SOFTWARE.

Trinsic will not be responsible for any loss, damages, costs, or expenses incurred by You or End Users whatsoever relating to or arising out of the use of the Trinsic-Enabled Services, associated third-party software applications, any Documentation, or any other information, materials, or services in connection with the use of the Trinsic-Enabled Services, including but not limited to any loss, damages, costs, or expenses due to termination of the use of the Trinsic-Enabled Services or your failure to report changes in your or End User information in accordance with this Agreement and shall not be obligated to compensate you or End User or other third-parties for such losses, damages, costs, or expenses.

Trinsic shall not be liable for any loss, damages, costs, or expenses incurred by you, End Users, or other third-parties due to the use of any account and the corresponding password being used by others, regardless of the existence of willful fault.

Trinsic does not warrant against errors in the Trinsic-Enabled Services or other third-party software elements, that they are virus-free, or that you will experience safe, reliable, or error-free progression of Your Application.

Without limiting the foregoing, Trinsic will not be responsible for any violation of United States or other International law on the part of You or Your End Users, and You shall indemnify and hold Trinsic harmless from and against any and all claims, damages, losses, costs, or expenses incurred by Trinsic as a result of any such violation.

FUNCTIONS, FEATURES, SERVICES, CONTENT, AND VARIOUS DATA PERFORMED OR PROVIDED IN CONNECTION WITH THE USE OF THE TRINSIC-RELATED SERVICES MAY DIFFER FROM THE COMMERCIAL VERSION OF THE TRINSIC-ENABLED SERVICES OR FROM ANY SUBSEQUENT VERSIONS OF THE SAME. TRINSIC MAKES NO PROMISES OR ASSURANCES REGARDING FEATURES, FUNCTIONS, SERVICES, CONTENT, OR DATA IN ANY SUBSEQUENTLY RELEASED PRODUCTS.

YOU SHALL DISPOSE AND RESOLVE, BY YOUR OWN RESPONSIBILITY AND EXPENSE, ANY INQUIRIES, CLAIMS, LIABILITIES, LOSSES, DAMAGES, COSTS, OR EXPENSES FROM OTHERS OR REQUESTS, QUESTIONS, OR CLAIMS AGAINST OTHERS RELATED TO OR ARISING OUT OF THE USE OF THE TRINSIC-ENABLED SERVICES, INCLUDING BUT NOT LIMITED TO YOUR AND END USERS’ USE OF THE TRINSIC-ENABLED SERVICES. CUSTOMER SHALL INDEMNIFY AND HOLD GATEMASTER HARMLESS FROM AND AGAINST ANY AND ALL SUCH INQUIRIES, CLAIMS, LIABILITIES, LOSSES, DAMAGES, COSTS, OR EXPENSES.

You cannot assign your rights or obligations under this Agreement with out our written approval.

Assignment. The rights and obligations of the parties under this Agreement may not be assigned, transferred, pledged or otherwise encumbered without the prior written consent from the other in its sole discretion. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and there respective heirs, legal and personal representatives, successors and permitted assigns. Any such assignment by You shall not alter any of the terms or conditions of the Agreements. In the event that any assignment occurs, You will provide written notice of said assignment to the Trinsic.

We are not responsible for any state or local taxes.

Taxes. You are responsible for paying all state and local taxes.

You are not entitled to legally bind us to another third-party.

Separate Legal Entities. You and Trinsic are separate and distinct legal entities, and this Agreement does not create any partnership, agency, or joint venture relationship between you and Trinsic. You may not and may not attempt to represent, warrant, or obligate Trinsic to any commitment with any third party.

If something beyond our control prevents us from performing our obligations under this Agreement, they will be suspended until such time as we are able to perform and we will not be in breach as a result.

Force Majeure. Trinsic is not responsible for any failure to perform its obligations under this Agreement during any period in which such performance is delayed by circumstances beyond its reasonable control, including, but not limited to, weather, fire, flood, earthquake, war, embargo, strike, riot, civil unrest, acts of terrorism, pandemic, failure or interruption of public or private infrastructure, or the intervention of any government entity. In the event of such a failure, Trinsic’s obligations will be suspended until Trinsic is able to perform.

Notices must be sent by email.

Notices. All notices to Trinsic must be sent by email to info@trisnic.id.

This Agreement shall be interpreted under the laws of Delaware. If you bring a claim against us, you waive your right to a trial by jury.

Governing Law. This Agreement shall be governed by the laws of the State of Delaware without regard to any choice-of-law provisions. You waive right to a jury trial in any judicial proceeding involving any claim relating to or arising under this Agreement.

This is the whole agreement between you and Trinsic and it can only be modified by a separate, written agreement that specifically references how and in what manner it supersedes this Agreement. Any change to this Agreement must be in writing and signed by both you and Trinsic. Just because Trinsic fails to act according to its obligations in this Agreement, doesn’t mean it has waived those rights.

Entire Agreement, Modification, Waiver. This Agreement constitutes the entire agreement between the parties with respect to the subject matter addressed herein and supersedes all prior communications, agreements or understandings, written or oral, between the parties. Any amendment to this Agreement must be in writing and signed by both parties. Any amendment or modification of this Agreement must be in writing and signed by the parties. No waiver of any rights or obligations under this Agreement or of any objection to any act or omission connected therewith shall be claimed or implied by any party, or be deemed to constitute a consent to the continuation of any such act or omission, unless in writing signed by the party against whom enforcement of such waiver or consent is sought. No remedy or election hereunder shall be deemed exclusive, but shall be deemed cumulative with all other remedies at law or in equity whenever possible.

If something in this contract is legally unenforceable, it does not make the whole agreement unenforceable. We will just cut out that portion and enforce the rest.

Severability. The provisions of this Agreement are severable, and if any provision of this Agreement is determined to be invalid or unenforceable under any controlling law, such invalidity or non-enforceability shall not in any way affect the validity or enforceability of the remaining provisions of this Agreement.

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