(Date of Last Revision: March 30, 2025)
The website https://trinsic.id/ (the “Site”) and the available software and platform accessible through the Site (the “Application”) is owned and operated by Trinsic Technologies, Inc, a Delaware corporation (“Trinsic”, or “Company”) headquartered in Salt Lake City, Utah.
Trinsic provides the Site and Application to advance its mission to make the world more accessible to people everywhere by providing digital identity verification services (collectively, the “Services”). You agree that you will use the Services in accordance with the Documentation (as defined below), the terms of this Agreement (unless you have entered into a Master Services Agreement with the Company, which shall control in such case), and/or as specified in an Order Form (as defined below) to verify the identity of one (1) or more natural persons (a) whose identity attributes or personal data are verified or otherwise processed through the Services and (b) who interact with your services (each, an “End User”).
These terms of service (this “Agreement”) constitutes a binding agreement between you (or the organization you represent if you’re agreeing on behalf of a legal entity) (“you” and “your”) and Company. Please read all sections of this Agreement carefully. Your access to and use of the Services is subject to this Agreement and all applicable laws, and Company reserves the right to terminate your access to the Services if you violate the terms or conditions of this Agreement. If you do not agree to this Agreement, then you may not use the Services. This Agreement may be changed by Company from time to time without notice to you and the governing version will be posted on the Services. Please review the posted terms on a regular basis as your use of the Services will be governed by the then-current Agreement. You and Company may agree to specific terms related to your use of the Services in one or more order form (each, an “Order Form”). The Services identified in an Order Form shall be governed by a Master Services Agreement (a “MSA”) between you and the Company or this Agreement if no MSA is entered into. In the event of a discrepancy between this Agreement and the Order Form, this Agreement shall control, unless explicitly stated in the Order Form that the specific terms in the Order Form shall control. In the event that your use of Services requires a Data Processing Agreement, the terms of Company’s Data Processing Agreement (available here) shall apply.
YOU FURTHER ACKNOWLEDGE AND AGREE THAT COMPANY’S SERVICES DO NOT DIRECTLY COLLECT, CAPTURE, EXTRACT, OR PROCESS BIOMETRIC IDENTIFIERS OR BIOMETRIC INFORMATION (AS SUCH TERMS ARE USED IN APPLICABLE LAWS, INCLUDING THE BIOMETRIC INFORMATION PRIVACY ACT (AS AMENDED, “BIPA”)). PLEASE SEE SECTION 10 FOR IMPORTANT INFORMATION REGARDING BIOMETRIC INFORMATION.
You will be required to register for an account (“User Account”) to access certain features of the Services. You will choose or be provided with one or more authentication methodologies (“Account Credentials”) that will be required in order to access the Services and your User Account. You are solely responsible for maintaining the confidentiality and security of your Account Credentials. You are responsible for all activities (whether by you, your representatives, or others) that occur under your User Account. You agree to notify Company immediately of any suspected or known unauthorized access or use of your User Account. You agree that Company will not be liable for any loss or damage arising from your failure to protect your Account Credentials or User Account.
By registering for a User Account, you represent and warrant that your provided information is true, complete, and accurate to the best of your knowledge. You agree not to submit false or erroneous information when registering an account or using the Services.
Company has the right to disable any Account Credentials, whether chosen by you or provided by Company, at any time in Company’s sole discretion for any reason, including if, in Company’s opinion, you have violated any provision of this Agreement, or if your continued use of or access to the Services puts the Company at risk.
Company does not allow persons under the age of eighteen (18) to use the Services. By using the Services, you represent and warrant that you are eighteen (18) years of age or over. You further agree that you will not use the Services to verify the identity or personal data of any End User under the age of eighteen (18), unless otherwise expressly agreed to in writing between you and the Company.
3. ACCESS RIGHTS; YOUR USE OF THE SERVICES; AND PROPRIETARY RIGHTS
3.1 Service Access Rights. Subject to the terms and conditions of this Agreement, Company hereby grants to you and your authorized users and End Users, during the Term (as defined below), a non-exclusive, non-transferable, non-sublicensable right to access and use the Services for your internal business purposes, solely for identity verification of your End Users, and strictly in accordance with any user materials, instructions, and technical documentation made available by Company to you related to the use and operation of the Services (the “Documentation”). Except as expressly set forth herein, no express or implied license or right of any kind is granted to you regarding the Services, or any part thereof.
3.2 Provider Specific Terms. You acknowledge and agree that your use of certain third-party providers or brokers of identity verification services, identity databases, identity applications, identity credentials relating to an End User, which are integrated into, utilized by or offered in connection with the Services (“ID Providers”) may require or be subject to additional contractual terms, conditions, or obligations applicable to their use (such terms, “Provider Specific Terms”). You agree to fully comply with any and all Provider Specific Terms applicable to your use of the Services, as such Provider Specific Terms are provided to you by Company and as may be updated from time to time in the Company’s sole discretion.
3.3 Restrictions on use of the Services. Except as expressly agreed to in writing by the parties, you shall not, and shall not permit any other party (including End Users) to: (a) reproduce, display, download, modify, create derivative works of or distribute the Services, or attempt to reverse engineer, decompile, disassemble or access the source code for the Services or any component thereof; (b) use the Services or any component thereof (including Company Materials, as defined below), in the operation of a service bureau to support or process any content, data, or information of any party other than you; (c) permit any party, other than the then-currently authorized users or End Users to access the Services or any component thereof; (d) permit access to Output (defined below) by any third party except authorized users who require use of the Output to facilitate your permitted internal business purposes, or as otherwise expressly permitted in an applicable Order Form; (e) access or use the Services or any component thereof to create a competing product or service; or, (f) use the Services, or allow your then-currently authorized users or End Users to use the Services in any manner not expressly authorized in this Agreement. You acknowledge and agree that Company may immediately suspend your or any End User’s access and use of the Services if Company reasonably believes that you or any authorized user or End User has violated this Section 3.3. Company will cooperate and work with you to restore access in a timely manner once any suspected breach has been cured, unless such breach gives rise for Company to terminate pursuant to the terms of this Agreement. For the purposes of this Agreement, “Output” means content, data, and information that is owned by Company or any of its licensors that is provided or made available by Company through use of the Services, but Output does not include Customer Data or Usage Data.
3.4 Use of Company Materials. You may not use the Services or Company Materials in any manner or for any purpose that would constitute infringement of Company’s, its licensors’, or any ID Provider’s intellectual property rights. Company may provide Documentation or other information and content (“Company Materials”) to you through your use of the Services and grants you a limited license to make a copy and use the Company Materials solely for your personal or internal business purposes related to your use of the Services. Except as otherwise provided herein, you may not copy, distribute or publicly display any Company Materials for any other purpose or in any other public forum without the written consent of Company, including public forums such as other websites, web services, or print publications. Company owns all trademarks and service marks used to identify Company or the Services. Company may also display the trademarks and service marks of certain ID Providers within the Services. Company agrees that you may use Company’s and applicable ID Provider’s trademarks and service marks as provided in the Services to reference Company’s and the ID Provider’s role in providing the Services to you or your End Users, provided that such references accurately reflect Company’s involvement, comply with any branding guidelines provided to you by Company, and you make any modifications or adjustments to your use of the Company’s and applicable ID Provider’s trademarks or services marks promptly upon Company’s request. Any other unauthorized use or misuse of any trademarks and service marks of Company or an ID Provider is prohibited.
3.5 Customer Data. As between the parties, you own all right, title, and interest in and to any information, data or content that you provide the Services or that is imported into the Services on your behalf (“Customer Data”), including all intellectual property rights therein. Any rights not expressly granted to Company hereunder are reserved by you and your suppliers. Company is not obligated to back up any Customer Data, and you are solely responsible for creating backup copies of any Customer Data at your sole cost and expense. You will have the ability, during the Term, to export the Customer Data out of the Application and are encouraged to make your own backup copies of the Customer Data. You are solely responsible for all Customer Data and End User Data (as defined below), including, without limitation, the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data and End User Data you submit to the Services for use by the Company and ID Providers. Further, you agree that you are solely responsible for ensuring that you have the valid right to provide all Customer Data to Company for use as contemplated by this Agreement.
3.6 End User Data. “End User Data” means any data or information collected, processed, transmitted, or stored through the Services that can directly or indirectly identify End Users, including but not limited to personal data as defined by applicable data protection laws (e.g., identifiers, names, dates of birth, individual identity attributes). You represent and warrant that you have obtained and will maintain all necessary consents, rights, and legal bases required by applicable data protection laws for the collection, processing, and transfer of End User Data to Company, and for Company’s subsequent processing of this data for purposes outlined in this Agreement. For clarity, “End User Data” does not include anonymized or aggregated data that cannot reasonably be used to identify an individual.
3.7 Restrictions on Use of End User Data. You agree to only utilize End User Data contained in the Output solely for identity verification purposes which you have disclosed to End Users prior to such use. You are not permitted to sell, transfer, sublicense, and/or assign any interest in any Output that you access or receive via the Services (including via Company’s APIs).
3.8 Customer Data License Grant. You hereby grant to Company and any upstream ID Provider, during the Term, a limited, non-exclusive, worldwide, royalty-free license to access, reproduce, process, analyze, store, retain, transmit copy, modify, perform, display, and otherwise use the Customer Data and submitted End User Data in order to perform the Services under this Agreement. You further authorize Company to anonymize, de-identify, and aggregate Customer Data and End User Data with similar data from other customers or end users of Company in a manner that you or any End User cannot reasonably be identified and use such data to further develop and provide Company’s products and services (including the Services). You agree that you have obtained all necessary licenses and consents for Company to aggregate data in this manner from any End Users.
3.9 Users. You will be liable for all acts and omissions of your authorized users and End Users, including your authorized users’ and any End Users’ compliance with this Agreement. You will notify Company of any unauthorized use of the Services by you, your authorized users, or End Users promptly upon such unauthorized use being known to you.
3.10 Company Technology. The Services and all worldwide intellectual property rights in each of the foregoing, and all additions and modifications to each of the foregoing, are the exclusive property of Company and its suppliers, as applicable. Any rights not expressly granted to you hereunder are reserved by Company and its suppliers.
3.11 Usage Data. You acknowledge and agree that, during the Term, Company may collect Usage Data. As between the parties, Company owns all right, title, and interest in and to the Usage Data, including all intellectual property rights therein. Company may aggregate, use and disclose Usage Data (in a manner that does not identify you or any User), both during and after the Term, in connection with its performance of its obligations in this Agreement and for any other lawful business purpose, including, but not limited to, benchmarking, data analysis, and to improve Company’s products, services, systems, and algorithms. “Usage Data” means any content, data, results, or information that is collected or produced by the Services in connection with the use of the Services by you or End User, and may include, but is not limited to, usage patterns, traffic logs, outcomes, and user conduct associated with the Services. For clarity, Usage Data shall not include Customer Data or End User Data.
3.12 Feedback. You hereby grant to Company a fully-paid, royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into Company’s products and services any suggestions, enhancement requests, recommendations or other feedback provided by you or End Users relating to the Services. Company will not identify you or End Users, as applicable, as the source of any such feedback.
3.13 Non-Circumvention. If you have an active subscription or an ongoing Order Form with the Company to access and use the Services, during the Term and for a period of six (6) months thereafter, you shall not, directly or indirectly, circumvent Company’s Services by engaging or contracting directly with any of Company’s ID Providers, suppliers, or third-party service providers first introduced to or made known to you through the Services for any products or services similar to those provided by Company.
3.14 Non-Solicit. If you have an active subscription or an ongoing Order Form with the Company to access and use the Services, during the Term and for a period of six (6) months thereafter, you shall not directly or indirectly solicit or attempt to solicit the Company’s customers, officers, or employees (“Restricted Entities”) as an employee, contractor, service provider, or other engagement, except to the extent that you can demonstrate (a) such solicitation results from general, untargeted marketing or promotional efforts directed broadly to the market and not specifically targeting Restricted Entities; or (b) that you were responding to an unprompted inbound inquiry initiated independently by a Restricted Entity without prior direct or indirect prompting, encouragement, or solicitation by you.
4.1 Term. This Agreement commences on the date you access the Site or register for the Services and continues for as long as your chosen initial subscription term (either monthly or annually) or for as long as you otherwise access or use the Services (the “Term”). In the event that you subscribe to access the Application, your access to the Application will continue for the initial subscription term (either monthly or annually) and will automatically renew for the same subscription term length (either on a monthly or annual basis) unless you terminate your subscription earlier in accordance with this Section 4.
4.2 Termination by You . If you do not have an active subscription or an ongoing Order Form with the Company, you may immediately terminate this Agreement at any point by providing Company written notice at the contact listed in Section 17. If you have an active subscription or an ongoing Order Form with the Company for the Services, you must provide written notice to the Company at the contact listed in Section 17 hereto within thirty (30) days prior to the end of the then-current subscription period (whether monthly or annually) or the then-current Order Form term, and upon timely receipt of such notice, the Agreement and the Services will terminate at the conclusion of that subscription period or Order Form term.
4.3 Termination by Company. Company may terminate this Agreement in its sole discretion upon thirty (30) days’ prior written notice to you. Additionally, Company may immediately terminate this Agreement, without prior notice, if your use of the Services results in, or the Company reasonably believes could result in, immediate harm, risk, or legal exposure to Company, its third-party suppliers, or the Services.
4.4 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party breaches any material provision of this Agreement and does not cure such breach (provided that such breach is capable of cure) within thirty (30) days after being provided with written notice of such breach.
4.5 Effects of Termination. Upon any expiration or termination of this Agreement: (a) all amounts owed to Company under this Agreement will be due and payable in accordance with Section 6, (b) all licenses granted in this Agreement will immediately cease, (c) you shall promptly discontinue all access and use of the Services and return or erase, all copies of the any Documentation regarding the use of the Services in your possession or control or any Company Materials provided by Company. For twenty (20) days after the end of the Term, as applicable, Company will make the Customer Data available to you through the Services on a limited basis solely for purposes of you retrieving the Customer Data, unless Company is instructed by you to delete such data before that period expires. After such period, Company will discontinue all of your access to the Services and use of Customer Data, and will destroy all copies of Customer Data in its possession, except as permitted by applicable law or as required to be retained for Company’s data archives. Sections 3.5, 3.6, 3.7, 3.8, 3.9, 4.4, 5, 6.2, 7, 8, 9, 11, 12, 13, and 17 will survive any termination or expiration of this Agreement.
5. USE OF PERSONAL DATA
Company’s collection and use of your personal information is described in Company’s Privacy Policy at https://trinsic.id/privacy/.
6.1 Price. You shall pay Company the fees set forth and agreed to by you in an Order Form or during your registration for Services through the Site (“Fees”). Company reserves the right to change the Fees by providing you at least thirty (30) days’ prior written notice before the end of any then-current subscription period or Order Form term. Fees are exclusive of, and you shall pay all taxes, fees, duties, and other governmental charges arising from the payment of any fees or any amounts owed to Company by you related to the Services. You will make all payments of Fees to Company free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of Fees to Company will be your sole responsibility, and you will provide Company with official receipts issued by the appropriate taxing authority, or such other evidence as Company may reasonably request, to establish that such taxes have been paid.
6.2 Payment. Unless otherwise expressly agreed to in an Order Form, you shall pay to Company all Fees through Company’s third-party payment processor, and you authorize Company’s third-party payment processor to charge or debit your designated payment method for the subscription fees for the service tier to which you subscribe. You agree to maintain a valid payment method on file at all times and will promptly notify Company of any updates to your payment method. Unless otherwise provided herein, all payments received by Company are non-refundable except as otherwise expressly provided in this Agreement. You shall make all payments in United States dollars. Any amounts not paid when due are subject to a finance charge of one-and-a-half percent (1.5%) per month on any outstanding balance, or the maximum permitted by law, whichever is lower. You shall be responsible for all of Company’s costs of collection, including without limitation reasonable attorney’s fees.
6.3 Suspension. If any undisputed amount owing by you under this Agreement is thirty (30) days or more overdue, Company may, without limiting its other rights and remedies, suspend Services, including your, your authorized users and/or End Users’ access to the Services, until such undisputed amounts are paid in full on the condition that Company provides you with at least ten (10) days’ prior written notice that such amounts are overdue before suspending Services.
7. YOUR COMMUNICATIONS TO THE SERVICES
Except to the extent your content or communications to Company includes personal information (where such use of personal information will be governed by the Privacy Policy), by forwarding any content or communications to Company through the Services or by other electronic means, you thereby grant Company a perpetual, royalty-free, world-wide, irrevocable, non‑exclusive license to use, reproduce, modify, adapt, publish, translate, create derivative works from, redistribute, and display such content and communications in any form for the purposes of providing the Services and any purpose tangentially related to the Services. No compensation will be paid to you with respect to Company’s or its sublicensees’ use of your communications. By providing or submitting content, you represent and warrant that you own, control, or otherwise have valid right to submit all of content and communications as described in this Section 7 and grant the license above.
8. PROHIBITED ACTIVITIES AND USES
The following activities are expressly prohibited from the Services:
· Engaging in activity that is unauthorized advertisements or promotions.
· Engaging in activity that compromises the Services. Such activity may include, but is not limited to hacking, IP attacks, worms, viruses, spamming, phishing, cancel bots, Trojan horses, mail bombing or crashing, or introducing malware.
· Engaging in any activity designed to impede the use of the Services by other users, including overloading, denial-of-service attacks (including any automated test that has not been approved by Company in advance), and flooding.
· Accessing the Services by means of automated process, spiders, bots or similar device without Company’s consent.
· Scraping the Site or Services for the purpose of training large language models or other AI algorithms. However, the Site may be accessed by AI systems for the purpose of retrieving information to inform specific outputs (e.g., via retrieval-augmented generation or search), provided such access complies with our [robots.txt] and does not store or reuse content for training.
· Engaging in any deception, fraud or misrepresentation.
· Impersonating any person or misrepresenting your, or any of your users’ or End Users’, identity or affiliation with any person or organization.
· Infringing any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
· Using the Services for any purpose that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind, or is otherwise objectionable.
· Selling, transferring, sublicensing, and/or assigning any interest in any provided Output that you access or receive via the Services (including via Company’s APIs).
9. COMPLIANCE WITH APPLICABLE LAW
The Services are operated from the United States. When using the Services or when using any content or Company Materials provided by Company, you are solely responsible to ensure that your use of the Services complies in all respects with any and all applicable federal, state, and local laws, rules, and regulations, as well as any Provider Specific Terms provided by Company to you. The Services may utilize software and technology that may be subject to U.S. export control laws. You shall not, directly or indirectly, export, re-export, or release the Services or the underlying software or technology to, or make the Services or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation.
10. BIOMETRIC INFORMATION DISCLAIMER
You acknowledge and agree that the Services provided by Company do not directly collect, capture, extract, or process biometric identifiers or biometric information (as defined under applicable biometric privacy laws, including the Illinois Biometric Information Privacy Act (“BIPA”)). However, biometric identifiers or biometric information (such as portraits or selfies) may be collected, captured, extracted, or processed—including through automated or artificial intelligence methods—by third-party identity providers made available to you through the Services. If you are an individual whose identity is being verified through the Services, you acknowledge that Company does not process your biometric information. If you are an organization with an active subscription or Order Form using the Services, you acknowledge that by using certain ID Providers through the Services, you are instructing Company to transmit data that contains biometric identifiers or biometric information collected by these third-party providers to you, and you represent and warrant that (i) you have provided all necessary disclosures to, and obtained all required consents from, End Users pursuant to applicable biometric privacy laws for your use of such data; (ii) biometric identifiers or biometric information will be transmitted to Company solely in encrypted form for secure transmission on your behalf; and, (iii) you will not modify, alter, or interfere with any consent screens or disclosures provided by third-party identity providers through the Services.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT COMPLIANCE WITH ALL APPLICABLE BIOMETRIC PRIVACY LAWS IS SOLELY YOUR RESPONSIBILITY. YOU HEREBY EXPRESSLY WAIVE, RELEASE, AND AGREE TO INDEMNIFY COMPANY FROM AND AGAINST ANY CLAIMS, DAMAGES, LOSSES, LIABILITIES, OR EXPENSES ARISING FROM OR RELATING TO YOUR USE OF BIOMETRIC INFORMATION INCLUDING, WITHOUT LIMITATION, CLAIMS BROUGHT AGAINST YOU BY END USERS.
11. DISCLAIMER OF WARRANTIES
EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 11, TO THE GREATEST EXTENT ALLOWED BY APPLICABLE LAW, THE COMPANY DOES NOT MAKE ANY WARRANTY OF ANY KIND, AND THE COMPANY SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. COMPANY IS NOT RESPONSIBLE FOR ERRONEOUS, FRAUDULENT, OR SYNTHETIC DATA INTRODUCED BY YOU, END USER, OR OTHER THIRD PARTIES, AND YOU ACKNOWLEDGE AND AGREE THAT ERRORS ORIGINATING FROM YOU, YOUR END USERS, OR FROM OTHER THIRD-PARTY DATA SHALL NOT BE CONSIDERED BREACHES OF COMPANY’S WARRANTY OBLIGATIONS.
ANY OUTPUT FROM THE SERVICES AND ANY OTHER DATA OR INFORMATION THAT YOU OBTAIN THROUGH THE SERVICES IS FOR INFORMATIONAL AND GENERAL REFERENCE PURPOSES ONLY.
COMPANY DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. FURTHER, YOU ACKNOWLEDGE AND AGREE THAT ALL BETA FEATURES ARE MADE AVAILABLE TO YOU “AS IS” AND ARE PROVIDED WITHOUT ANY WARRANTIES, WHETHER EXPRESS OR IMPLIED. YOU ACKNOWLEDGE AND AGREE THAT COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES REGERADING ID PROVIDER OR DATA PROVIDED BY ID PROVIDER. ID PROVIDER IS SOLELY RESPONSIBLE FOR ITS DATA PROCESSING, COLLECTION, USE AND RETENTION PRACTICES AND THAT COMPANY SHALL HAVE NO LIABILITY RESULTING FROM ID PROVIDER’S DATA PRIVCY AND SECURITY PRACTICES OR POLICIES.
12. LIMITATION OF LIABILITY
THE LIABILITY OF COMPANY AND ITS AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, ID PROVIDERS, AND THIRD-PARTY SERVICE PROVIDERS WITH RESPECT TO ANY AND ALL CLAIMS ARISING OUT OF YOUR USE OF THE SERVICES, THE CONTENT OR SERVICES OBTAINED THROUGH THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED, IN THE AGGREGATE, THE GREATER OF THE AMOUNTS PAID BY YOU TO COMPANY FOR USE OF THE SERVICES OR FIFTY DOLLARS ($50).
IN NO EVENT WILL COMPANY BE LIABLE TO YOU OR ANY PARTY FOR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES FOR ANY USE OF THE SERVICES, PRODUCTS PURCHASED ON THE SERVICES, OR ON ANY OTHER HYPERLINKED WEBSITE, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA OR OTHERWISE, EVEN IF COMPANY IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13. INDEMNIFICATION
You agree to indemnify, defend and hold harmless Company and its affiliates, employees, agents, representatives and third-party service providers, for any and all claims, demands, actions, liability, fines, penalties and expenses that may arise from any of your acts through the use of the Services. Such acts may include, but are not limited to, (i) your use (including any misuse) of the Services, (ii) Customer Data or your use of End User Data, (iii) unauthorized use of Company Materials obtained through the Services, (iv) engaging in a prohibited activity or breaches of any applicable law, rule, regulation or Provider Specific Term, or (v) any other action that breaches this Agreement by you or End Users.
14. THIRD-PARTY LINKS
The Services may contain links to other third-party websites. Such third-party websites are maintained by persons or organizations over which Company exercises no control. Your use of these third-party websites is governed by the terms of use and privacy policy of such websites. Company expressly disclaims any responsibility for the content or results from your use of such third-party websites.
15.1 End User Authorization and Applicable Law. You are responsible for and must obtain explicit and informed consent from End Users before you utilize the Services with respect to such End User, including, but not limited to: (a) collecting any End User Data from the End User; (b) sharing End User Data with Company and ID Providers, (c) retrieving End User Data from the Services, or (d) using any End User Data for a purpose not previously disclosed or for which consent had been previously withdrawn.
15.2 Your Data Privacy Practices. You represent and warrant that you will process and use End User Data and the Services in accordance with all applicable laws, including all applicable data security and privacy laws, and you have a privacy policy that complies with and is made available to End Users in compliance with all applicable laws and regulations.
15.3 Information Requests. In connection with your use of the Services, Company may be required by or receive a request from applicable government entities, regulatory authorities, or individual ID Providers to obtain certain information from you. You agree to promptly provide all requested information in connection with this requirement or request from such government entities, regulatory authorities, or individual ID Providers and authorize Company to provide such information to the requesting parties or their representatives. You represent and warrant that all such information and Customer Data is accurate, complete, and obtained with proper authorization and consent pursuant to the practices anticipated throughout this Agreement. Upon reasonable prior notice to you, you agree that Company (or its independent third-party auditor) may audit your relevant books and records solely to verify compliance with this Agreement. You agree to cooperate with such audits by providing timely access to necessary books and records.
16. COPYRIGHT COMPLAINTS
Company respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Company’ the following information.
· An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
· Description of the copyrighted work that you claim has been infringed;
· The location on the Services of the material that you claim is infringing;
· Your address, telephone number and e-mail address;
· A statement that your claim of infringement is based on a good faith belief; and
· A statement made under penalty of perjury that the information you have provided is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
17. MISCELLANEOUS
17.1 Severability. If any term or provision in this Agreement is found to be void, against public policy, or unenforceable by a court of competent jurisdiction and such finding or order becomes final with all appeals exhausted, then the offending provision shall be deemed modified to the extent necessary to make it valid and enforceable. If the offending provision cannot be so modified, then the same shall be deemed stricken from this Agreement in its entirety and the remainder of this Agreement shall survive with the said offending provision eliminated.
17.2 Services Availability. Company cannot guarantee the Services will be available 100% of the time because public networks, such as the internet, occasionally experience disruptions. Although Company strives to provide the most reliable website reasonably possible, interruptions and delays in accessing the Services are unavoidable and Company disclaims any liability for damages resulting from such problems.
17.3 Typographical Errors. Information on the Services may contain technical inaccuracies or typographical errors. Company shall attempt to make the Services’ postings as accurate as possible, but Company does not warrant the content of the Services is accurate, complete, reliable, current, or error-free.
17.4 Headings. Condition and section headings are for convenience of reference only and shall not affect the interpretation of this Agreement.
17.5 Controlling Law and Venue. It is understood and agreed that all the construction and interpretation of this Agreement and the relationship between the parties shall at all times and in all respects be governed by the internal laws of the State of Delaware, without giving effect to the conflict of laws provisions thereof. Venue of any action brought to enforce or relating to this Agreement or arising out of the relationship between the parties shall be brought exclusively in the courts of Delaware[BB1] .
17.6 Dispute Resolution for United States Users. If a dispute arises from or relates to this Agreement or the breach thereof, and if the dispute cannot be settled through direct discussions, the parties agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. The parties further agree that any unresolved controversy or claim arising out of or relating to this contract, or breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Claims shall be heard by a single arbitrator. The place of arbitration shall be Delaware. BY AGREEING TO THIS ARBITRATION PROCEDURE, YOU WAIVE THE RIGHT TO RESOLVE ANY SUCH DISPUTES THROUGH A TRIAL BY JURY OR JUDGE OR THROUGH AN ADMINISTRATIVE PROCEEDING.
17.7 Dispute Resolution for Users outside the United States. In the event of any controversy or claim arising out of or relating to this contract, or the breach thereof, the parties hereto agree first to try and settle the dispute by mediation, administered by the International Centre for Dispute Resolution under its Mediation Rules. If settlement is not reached within 60 days after service of a written demand for mediation, any unresolved controversy or claim arising out of or relating to this contract shall be settled by arbitration in accordance with the International Arbitration Rules of the International Centre for Dispute Resolution. The International Expedited Procedures of the International Centre for Dispute Resolution shall apply regardless of the amount in dispute. Claims shall be heard by a single arbitrator. The place of arbitration shall be Las Vegas, Nevada and the language of the arbitration shall be English. BY AGREEING TO THIS ARBITRATION PROCEDURE, BOTH YOU AND COMPANY WAIVE THE RIGHT TO RESOLVE ANY SUCH DISPUTES THROUGH A TRIAL BY JURY OR JUDGE OR THROUGH AN ADMINISTRATIVE PROCEEDING.
17.8 Individual Capacity Only. All claims, disputes, or causes of action under this Agreement must be brought solely in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity and may not preside over any form of representative or class proceeding. To the extent that Section 17.6 or 17.7 are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration.
17.9 Assignment. You may not assign or transfer, by operation of law or otherwise, this Agreement or any of its rights under this Agreement to any third party without Company’s prior written consent. Company shall be able to assign these Terms of Service without restriction. Any attempted assignment or transfer in violation of the foregoing will be void. The terms of this Agreement will be binding upon the parties and their respective successors and permitted assigns.
18. QUESTIONS
If you have any questions or comments about this Agreement or this Services, please contact Company by email at legal@trinsic.id.
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