Terms of Service

Full Agreement

This Full Agreement is a binding, contractual agreement (the “Agreement”) between the entity listed on the Registration Pages (referred to as “Customer”) and Trunomi LTD (“Trunomi”).  This Agreement applies solely to Customer’s use of the Trunomi Service with which the Agreement is provided.

By Registering for the Trunomi Services or by using the Trunomi Services, You are indicating Your acceptance and agreeing to all the terms and conditions of this Agreement.  By accessing or using the Trunomi Services, you are accepting these Terms (on behalf of yourself or the entity that you represent), and you represent and warrant that you have the right, authority, and capacity to enter into these Terms (on behalf of yourself or the entity that you represent).  If You do not accept and agree to the following terms and conditions, You must not access or use the Trunomi Services.

1.  ACCESS AND USE

1.1  Provision of Access.  The Trunomi Services to be provided by Trunomi under this Agreement will be set forth on the Registration Pages associated with this Agreement.  Subject to the terms and conditions contained in this Agreement, Trunomi hereby grants to Customer and its Authorized Users a non-exclusive, non-transferable right to access the features and functions of the applicable Trunomi Service set forth on the Registration Pages during the Term set forth on the Registration Pages (or if no Term is set forth on the Registration Pages then for [one (1) year]) for the number of Authorized Users up to the Service Limits.  On or as soon as reasonably practicable after the date of the completion of the registration process (and acceptance of this Agreement), Trunomi shall provide to Customer the necessary passwords, security protocols and policies and network links or connections and Access Protocols to allow Customer and its Authorized Users to access the Trunomi Services.  Customer and any Authorized User may only use the Trunomi Services in accordance with the Access Protocols.

1.2  Usage Restrictions.  Customer shall not: (a) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any software component of the Trunomi Services are compiled or interpreted, and Customer acknowledges that nothing in this Agreement will be construed to grant Customer any right to obtain or use such code; (b) allow third parties other than Authorized Users to gain access to the Trunomi Services; or (c) use any hardware, software or other equipment to aggregate data from multiple users in order to reduce the number of transactions or hide user transactions.  Customer will ensure that its use of the Trunomi Service complies with all applicable laws, statutes, regulations or rules.

1.3  Retained Rights; Ownership.

(a)  Ownership and Use of Customer Data.  Customer retains all right, title and interest in and to the Customer Data, and Trunomi acknowledges that it neither owns nor acquires any additional rights in and to the Customer Data not expressly granted by this Agreement.  Trunomi further acknowledges that Customer retains the right to use the Customer Data for any purpose in Customer’s sole discretion. Trunomi may only use the Customer Data for purposes of providing the Trunomi Services.

(b)  Ownership of Trunomi Services.  Subject to the rights granted in this Agreement, Trunomi retains all right, title and interest in and to the Trunomi Service, and Customer acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not expressly granted by this Agreement or any licenses to the software used to provide the Trunomi Services. Customer further acknowledges that Trunomi retains the right to use the foregoing for any purpose in Trunomi’s sole discretion.

1.4  Support.

(a)  Support.  Subject to the terms and conditions of this Agreement, Trunomi shall exercise commercially reasonable efforts to provide Technical Assistance for the use of the Trunomi Services to Eligible Support Recipients during Trunomi’s ordinary and customary business hours in accordance with its standard policies and procedures.

(b)  Eligible Support Recipients.  Trunomi shall have no obligation to provide Technical Assistance, by any means, to any entity or individual other than Eligible Support Recipients.  Customer can designate up to two (2) persons, which designees shall be eligible to receive Technical Assistance from Trunomi (“Eligible Support Recipients”).  Such designees may be changed at any time by written notice.

(c) Access.  As a condition of Trunomi’s obligations under Section 1.4(a), Customer shall provide such information and/or access to Customer resources as Trunomi may reasonably require in order to provide Technical Assistance under this Agreement.  Trunomi shall be excused from any non-performance of its obligations hereunder to the extent any such non-performance is attributable to Customer’s failure to perform its obligations under this Section 1.4(b).

(d) Means of Access to Technical Assistance.  Eligible Support Recipients shall request Technical Assistance (i) by telephoning Trunomi at such telephone number as Trunomi may specify for such purposes from time to time; or (ii) by directing electronic mail requests therefore to Trunomi at the electronic mail address as Trunomi may specify for such purposes from time to time.

1.5  Use of TruCert Marks.  Customer shall visibly show the TruCert Mark on the webpage of any transactions verified by Trunomi through the Trunomi Services or using a TruCert.  All use of such TruCert Marks shall be in accordance with the Trunomi trademark guidelines provided to Customer.

1.6 Feedback.  If Customer provides Trunomi with any feedback or suggestions regarding the Trunomi Service (“Feedback”), Customer hereby assigns to Trunomi all rights in such Feedback and agree that Trunomi shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate.  Trunomi will treat any Feedback Customer provides to Trunomi as non-confidential and non-proprietary.  Customer agrees that it will not submit to Trunomi any information or ideas that Customer considers to be confidential or proprietary.

2.  CUSTOMER RESPONSIBILITIES.

2.1 Authorized Users Access to Services. Customer may permit any Authorized Users to access and use the features and functions of the Trunomi Service as contemplated by this Agreement.  Customer will be responsible for all actions or omissions of its Authorized Users.  Authorized User IDs cannot be shared or used by more than one Authorized User at a time.  Customer shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Trunomi Service and shall notify Trunomi promptly of any such unauthorized use known to Customer.  Customer acknowledges and agrees that it may need certain networking capabilities, bandwidth and hardware to use the Trunomi Services. Customer is solely responsible for all hardware, software, Internet connectivity and bandwidth required to reach the Trunomi systems to gain access to the Trunomi Services.

2.2 Responsibility for Data and Security.  Data security is a shared responsibility. Trunomi shall maintain reasonable and appropriate data safeguards and procedures designed to prevent the authorized use or disclosure of Customer Data as required under applicable laws.  During the Term, Trunomi will maintain physical, administrative and technical security measures designed to ensure the availability, integrity and confidentiality of the Customer Data.  Customer and its Authorized Users shall have access to the Customer Data and shall be responsible for all changes to and/or deletions of Customer Data and the security of all passwords and other Access Protocols required in order to access the Trunomi Service.  Customer shall immediately notify Trunomi if it has reason to believe that an Authorized User’s passwords have been compromised.

2.3 Service Rules and Guidelines. Customer and all Authorized Users shall use the Trunomi Services solely for its internal purposes as contemplated by this Agreement and shall not use the Trunomi Service to: (a)  transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs;  (b) interfere with or disrupt the integrity or performance of the Trunomi Service or the data contained therein; (c) attempt to gain unauthorized access to the Trunomi Service, computer systems or networks related to the Trunomi Service; or  (d)  interfere with another user’s use and enjoyment of the Trunomi Service.

3.  FEES AND EXPENSES; PAYMENTS.

3.1 Fees.  In consideration for the access rights granted to Customer and the services performed by Trunomi under this Agreement, Customer will pay to Trunomi, without offset or deduction, all fees as set forth in the Registration Pages or an Order Form.  All fees will be billed and paid in U.S. dollars.  Notwithstanding the foregoing, any set-up fees listed on a particular Order Form, shall be due and payable upon execution of the applicable Order Form.

3.2  Disputed Fees. If Customer disputes any fees, taxes, or other charges billed by Trunomi, Customer shall notify Trunomi, in writing, of the disputed amount and any relevant information regarding the circumstances of the dispute.  Trunomi shall acknowledge receipt of the dispute information in writing to Customer. All parties agree to work cooperatively to resolve any such disputed amounts.  If the Customer fails to provide Trunomi with a notice of such a disputed amount within twenty (20) business days following receipt of Trunomi’s invoice for such disputed charge, then such amount is deemed undisputed and due to Trunomi.

3.3  Price Escalations.  The prices set forth in each Registration Pages or Order Form for the provision of Trunomi Services under this Agreement will be adjusted upon each anniversary of the date of the completion of the registration process (and acceptance of this Agreement) to the list price in effect at the time of the renewal.

3.4  Taxes.  Customer will be responsible for payment of any applicable sales, use and other taxes and all applicable export and import fees, customs duties and similar charges (other than taxes based on Trunomi’s income), and any related penalties and interest for the grant of access rights hereunder, or the delivery of related services, if any.  If Customer is tax exempt, it shall furnish Trunomi with evidence of its tax exempt status prior to placing an order for the Trunomi Services.  Customer will make all required payments to Trunomi free and clear of, and without reduction for, any withholding taxes.  Any such taxes imposed on payments to Trunomi will be Customer’s sole responsibility, and Customer will, upon Trunomi’s request, provide Trunomi with official receipts issued by appropriate taxing authorities, or such other evidence as Trunomi may reasonably request, to establish that such taxes have been paid.

4.  TREATMENT OF CONFIDENTIAL INFORMATION.

4.1  Ownership of Confidential Information. The Parties acknowledge that during the performance of this Agreement, each Party will have access to certain of the other Party’s Confidential Information or Confidential Information of third parties that the disclosing Party is required to maintain as confidential.  Both Parties agree that all items of Confidential Information are proprietary to the disclosing Party or such third party, as applicable, and will remain the sole property of the disclosing Party or such third party.

4.2  Mutual Confidentiality Obligations.  Each Party agrees as follows: (a) to use Confidential Information disclosed by the other Party only for the purposes described herein; (b) that such Party will not reproduce Confidential Information disclosed by the other Party, and will hold in confidence and protect such Confidential Information from dissemination to, and use by, any third party; (c) that neither Party will create any derivative work from Confidential Information disclosed to such Party by the other Party; (d) to restrict access to the Confidential Information disclosed by the other Party to such of its personnel, agents, and/or consultants, if any, who have a need to know and who have been advised of and have agreed in writing to treat such information in accordance with the terms of this Agreement; and (e) to the extent practicable, return or destroy, all Confidential Information disclosed by the other Party that is in its possession upon termination or expiration of this Agreement.  Notwithstanding the foregoing, Customer agrees that Trunomi may collect aggregated statistical data regarding Customer’s use of the Trunomi Service and provide such aggregated statistical data to third parties.  In no event shall Trunomi provide to third parties specific data regarding Customer or Customer’s Authorized Users.

4.3  Confidentiality Exceptions.  Notwithstanding the foregoing, the provisions of Sections 4.1 and 4.2 will not apply to Confidential Information that (a) is publicly available or in the public domain at the time disclosed; (b) is or becomes publicly available or enters the public domain through no fault of the recipient; (c) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (d) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (e) is independently developed by the recipient; or (f) is approved for release or disclosure by the disclosing Party without restriction.  Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (x) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (y) to establish a Party’s rights under this Agreement, including to make such court filings as it may be required to do.

4.4  Limitation Period.  The obligations set forth in this Section 4 shall survive the termination or expiration of this Agreement for a period of two (2) years.

5.  REPRESENTATIONS AND WARRANTIES.

(a) Each Party hereby represents and warrants (i) that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; and (ii) that this Agreement, when executed and delivered, will constitute a valid and binding obligation of such Party and will be enforceable against such Party in accordance with its terms.

(b) Trunomi represents and warrants that it will provide the Trunomi Service and perform its other obligations under this Agreement in a professional and workmanlike manner substantially consistent with general industry standards.  Trunomi further warrants, for the benefit of Customer only, that the Trunomi Service will conform in all material respects to the standard user documentation for such Trunomi Service provided to Customer by Trunomi (the “Documentation”) for a period of thirty (30) days after Trunomi firsts makes the Trunomi Service available to Customer, provided that such warranty will not apply to failures to conform to the Documentation to the extent such failures arise, in whole or in part, from (i) any use of the Trunomi Service other than in accordance with the Documentation, or (ii) any combination of the Trunomi Service with software, hardware or other technology not provided by Trunomi under this Agreement.

6.  DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY.

6.1  Internet Delays. TRUNOMI’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. TRUNOMI IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

6.2  Disclaimer.  EXCEPT AS EXPRESSLY REPRESENTED OR WARRANTED IN SECTION 5, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRUNOMI SERVICES, THE DOCUMENTATION, AND ALL SERVICES PERFORMED OR PROVIDED BY TRUNOMI ARE PROVIDED “AS IS,” AND Trunomi DISCLAIMS ANY AND ALL OTHER PROMISES, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SYSTEM INTEGRATION AND/OR DATA ACCURACY.  TRUNOMI DOES NOT WARRANT THAT THE APPLICATION SERVICE OR ANY OTHER SERVICES PROVIDED BY TRUNOMI WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED.

6.3  Exclusions of Remedies; Limitation of Liability.  IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.  THE CUMULATIVE LIABILITY OF TRUNOMI TO CUSTOMER FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED TOTAL AMOUNT OF ALL FEES PAID TO TRUNOMI BY CUSTOMER UNDER SECTION 3.1 DURING THE THREE (3) MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

6.4  Essential Basis of the Agreement.  Customer acknowledges and understands that the disclaimers, exclusions and limitations of liability set forth in this Section 6 form an essential basis of the agreement between the Parties, that the Parties have relied upon such disclaimers, exclusions and limitations of liability in negotiating the terms and conditions in this Agreement, and that absent such disclaimers, exclusions and limitations of liability, the terms and conditions of this Agreement would be substantially different.

7.  INDEMNIFICATION.

Trunomi agrees to indemnify, defend and hold harmless Customer from and against any and all losses, liabilities, costs (including reasonable attorneys’ fees) or damages awarded to a third party resulting from any claim by that third party that the Trunomi Service and/or the Documentation infringes such third party’s patents issued as of the date of the completion of the registration process (and acceptance of this Agreement), or infringes or misappropriates, as applicable, such third party’s copyrights or trade secret rights, provided that Customer promptly notifies Trunomi in writing of the claim, cooperates with Trunomi, and allows Trunomi sole authority to control the defense and settlement of such claim.  If such a claim is made or appears possible, Customer agrees to permit Trunomi, at Trunomi’s sole discretion, to enable it to continue to use the Trunomi Service or the Documentation, as applicable, or to modify or replace any such infringing material to make it non-infringing.  If Trunomi determines that none of these alternatives is reasonably available, Customer shall, upon written request from Trunomi, cease use of and, if applicable, return such materials that are the subject of the infringement claim.  This Section 7 shall not apply if the alleged infringement arises, in whole or in part, from (i) modification of the Trunomi Service or the Documentation by any party (including, without limitation, Customer) other than Trunomi or (ii) combination, operation or use of the Trunomi Service with other software, hardware or technology not provided by Trunomi, or (iii) related to the Customer Data.

8.  TERM AND TERMINATION.

8.1  Term.  The term of this Agreement will commence on the date of the completion of the registration process (and acceptance of this Agreement) and will continue for a period of the later to occur of (a) one (1) year thereafter and (b) the term set forth on the Registration Pages and/or the Order Form, unless earlier terminated in accordance with this Section 8.  This Agreement will automatically renew for successive one (1) year terms unless either Party provides written notice of its desire not to renew at least thirty (30) days prior to the expiration of the then-current term (the initial term, together with any renewal terms, collectively, the “Term”).

8.2  Termination for Breach.  Either Party may, at its option, terminate this Agreement in the event of a material breach by the other Party.  Such termination may be effected only through a written notice to the breaching Party, specifically identifying the breach or breaches on which such notice of termination is based.  The breaching Party will have a right to cure such breach or breaches within thirty (30) days of receipt of such notice, and this Agreement will terminate in the event that such cure is not made within such thirty (30)-day period.

8.3  Termination Upon Bankruptcy or Insolvency.  Either Party may, at its option, terminate this Agreement immediately upon written notice to the other Party, in the event (a) that the other Party becomes insolvent or unable to pay its debts when due; (b) the other Party files a petition in bankruptcy, reorganization or similar proceeding, or, if filed against, such petition is not removed within ninety (90) days after such filing; (c) the other Party discontinues it business; or (d) a receiver is appointed or there is an assignment for the benefit of such other Party’s creditors.

8.4  Effect of Termination.  Upon any termination of this Agreement, Customer will (a) immediately discontinue all use of the Trunomi Service and any Trunomi Confidential Information; and (b) promptly pay to Trunomi all amounts due and payable under this Agreement.

8.5  Survival.  The provisions of Sections 1.3, 2.3, 4, 6, 7, 8.5 and 9 will survive the termination of this Agreement.

8.6  Suspension of Service. If Customer fails to pay undisputed amounts in accordance with the terms and conditions hereof, the Order Form, Registration Pages or any other agreement related, directly or indirectly, to the provision of the Trunomi Service to Customer or such amounts are not timely paid on behalf of Customer, Trunomi shall have the right, in addition to any of its other rights or remedies, to suspend the Trunomi Service, without liability to Customer until such amounts are paid in full.

9.  MISCELLANEOUS.

9.1  Entire Agreement.  This Agreement sets forth the entire agreement and understanding between the Parties with respect to the subject matter of this Agreement and, supersedes and merges all prior oral and written agreements, discussions and understandings between the Parties with respect to the subject matter of this Agreement, and neither of the Parties will be bound by any conditions, inducements or representations other than as expressly provided for in this Agreement.

9.2  Independent Contractors.  In making and performing this Agreement, Customer and Trunomi act and will act at all times as independent contractors, and, except as expressly set forth herein, nothing contained in this Agreement will be construed or implied to create an agency, partnership or employer and employee relationship between them.  Except as expressly set forth herein, at no time will either Party make commitments or incur any charges or expenses for, or in the name of the other Party.

9.3  Notices.  All notices required by or relating to this Agreement will be in writing and will be sent by means of certified mail, postage prepaid, to the Parties at their respective addresses set forth in the preamble to this Agreement, or addressed to such other address as the receiving Party may have given by written notice in accordance with this provision.

9.4  Amendments; Modifications.  This Agreement may not be amended or modified except in a writing duly executed by authorized representatives of both Parties.

9.5  Assignment; Delegation.  Customer shall not assign any of its rights or delegate any of its duties under this Agreement without the express, prior written consent of Trunomi, and, absent such consent, any attempted assignment or delegation will be null, void and of no effect.

9.6  No Third Party Beneficiaries.  The Parties acknowledge that the covenants set forth in this Agreement are intended solely for the benefit of the Parties, their successors and permitted assigns.  Nothing herein, whether express or implied, will confer upon any person or entity, other than the Parties, their successors and permitted assigns, any legal or equitable right whatsoever to enforce any provision of this Agreement.

9.7  Severability.  If any provision of this Agreement is invalid or unenforceable for any reason in any jurisdiction, such provision will be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability.  The invalidity or unenforceability of one or more of the provisions contained in this Agreement will not have the effect of rendering any such provision invalid or unenforceable in any other case, circumstance or jurisdiction, or of rendering any other provisions of this Agreement invalid or unenforceable whatsoever.

9.8  Waiver.  No waiver under this Agreement will be valid or binding unless set forth in writing and duly executed by the Party against whom enforcement of such waiver is sought.  Any such waiver will constitute a waiver only with respect to the specific matter described therein and will in no way impair the rights of the Party granting such waiver in any other respect or at any other time.  Any delay or forbearance by either Party in exercising any right hereunder will not be deemed a waiver of that right.

9.9  Governing Law.  THIS AGREEMENT WILL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF OR TO THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS.

9.10  Counterparts.  This Agreement may be executed in any number of counterparts, each of which when so executed will be deemed to be an original and all of which when taken together will constitute one Agreement.

9.11 U.S. Government End-Users.  Each of the Documentation and the software components that constitute the Trunomi Service is a “commercial item” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212.  Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users may use the Trunomi Service and the Documentation with only those rights set forth therein.

9.12 Force Majeure. Trunomi shall be excused from performance of its obligations under this Agreement if such a failure to perform results from compliance with any requirement of applicable law, acts of God, fire, strike, embargo, terrorist attack, war, insurrection or riot or any other cause beyond the reasonable control of Trunomi.  Any delay resulting from any of such causes shall extend performance accordingly or excuse performance, in whole or in part, as may be reasonable under the circumstances.

10.  DEFINITIONS.

Certain capitalized terms, not defined above, have the meanings set forth below.

10.1  “Access Protocols” mean the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Customer or any Authorized Users to access the Trunomi Services.

10.2 “Authorized User” means both: (a) internal Customer employees who may have access to certain features and functions of the Trunomi Services; and (b) Customer’s customers who have Customer Accounts with Customer as may be authorized by an Order Form authorized, by virtue of such individual’s or entity’s relationship to, or permissions from, Customer, to access the Trunomi Service pursuant to Customer’s rights under this Agreement.

10.3  “Confidential Information” means all written or oral information, disclosed by either Party to the other, related to the operations of either Party or a third party that has been identified as confidential or that by the nature of the circumstances surrounding disclosure ought reasonably to be treated as confidential.

10.4  “Customer Accounts”  means an individual or business account of a Customer to whom a Customer has assigned an account number and the Customer has loaded that account number onto the Trunomi Services for management as permitted by the Trunomi Services.

10.5  “Customer Data” means the data provided by Customer to Trunomi through the Trunomi Services.

10.6  “Registration Pages” means the website page that describes the services to be provided that are subject to this Agreement that is associated with the account sign up process where this Agreement was presented and accepted.

10.7 “TruCert” shall mean a certification of a specific data privacy transaction associated with a Customer Account provided by the Trunomi Service platform (e.g. Customer consents to the use of passport for anti-money laundering purposes, or customer consents to receive email communication for marketing purposes).

10.8  “TruCert Marks” means the trademarks identified by Trunomi to Customer in writing (along with any usage guidelines) for use the Trunomi Services.

10.9  “Trunomi Services” means the services as set forth on the Registration Pages or otherwise ordered by Customer through an Order Form and provided by Trunomi by means of access to certain content and use of the features and functionality of software applications made available through the Trunomi Services, solely to the extent set forth and further described in, and as limited by, the Registration Pages and/or Order Forms executed by the Parties.

10.10  “Order Form” means a document signed by both Parties identifying a given type of Trunomi Service to be made available by Trunomi pursuant to this Agreement.

10.11 “Service Limit” means Trunomi’s standard service limitations related to particular Trunomi Services as set forth in Trunomi’s standard policies provided to Customer from-time-to-time or as otherwise identified in an Order Form or the Registration Pages.  Exceeding the limitations may result in additional fees.

10.12 “Technical Assistance” means the provision of responses by Trunomi personnel to questions from Eligible Support Recipients related to use of the Trunomi Services, including basic instruction or tutorial assistance regarding the features and functions of the Trunomi Services.

End of Terms

EXHIBIT A

Service Levels

1. DEFINITIONS

Certain capitalized terms, not otherwise defined in this Exhibit A, will have the meanings set forth in the Agreement.  The following capitalized terms will have the definitions set forth below:

1.1  “Scheduled Downtime will mean the total amount of time during any calendar month, measured in minutes, during which Customer is not able to access the Trunomi Services, according to the Access Protocols, due to planned system maintenance performed by Trunomi, as set forth in the table below.  Trunomi reserves the right to change the aggregated times set forth in the table below, provided that Trunomi provides reasonable prior notice prior to modifying such Scheduled Downtime.

Frequency Type of Scheduled Downtime will occur Purpose of Scheduled Downtime Notification Period Maximum Duration of Scheduled Downtime
Every 2 weeks Planned TRUNOMI software maintenance 24 hours 60 minutes
Every 4 weeks Planned TRUNOMI software maintenance 24 hours 60 minutes
Once per calendar quarter Planned TRUNOMI software maintenance 4 weeks 60 minutes

1.2  “Unscheduled Downtime will mean the total amount of time during any calendar month, measured in minutes, during which Customer is not able to access the features and functions of the Trunomi Services according to the Access Protocols, other than Scheduled Downtime, as defined above.

When Unscheduled Downtime will occur Purpose of Scheduled Downtime: Notification Period Maximum Duration of Unscheduled Downtime
As required Emergency TRUNOMI software maintenance Up to 12 hours where possible 60 minutes

1.3  “System Availability will mean, with respect to any particular calendar month, the ratio obtained by subtracting Unscheduled Downtime during such month from the total time during such month, and thereafter dividing the difference so obtained by the total time during such month.  Represented algebraically, System Availability for any particular calendar month is determined as follows:

System Availability = (Total Monthly Time – Unscheduled Downtime) / Total Monthly Time

NOTE:  “Total Monthly Time” is deemed to include all minutes in the relevant calendar month, to the extent such minutes are included within the Term of this Agreement.

2. SYSTEM PERFORMANCE

2.1 System Availability:  Trunomi will undertake commercially reasonable measures to ensure that System Availability equals or exceeds 99.9% during each calendar month (the “Service Standard”), provided that any Unscheduled Downtime occurring as a result of (i) Customer’s breach of any provision of this Addendum; (ii) non-compliance by Customer with any provision of this Exhibit A; (iii) incompatibility of Customer’s equipment or software with the Trunomi Services; (iv) poor or inadequate performance of Customer’s systems; or (v) force majeure (as contemplated in the Master Terms), shall not be considered toward any reduction in System Availability measurements.

2.2  Access to Support:  Eligible Hosting Support Recipients of the Customer may report Unscheduled Downtime at any time (“24x7x365” ) using support email: [email protected] or support phone lines: ——————-.

3. CUSTOMER REQUIREMENTS

3.1  Additional Customer Obligations:  Customer and/or its provider is responsible for (i) maintenance and management of its computer network(s), servers, software (including Gateways), web site(s), and any equipment or services related to maintenance and management of the foregoing; and (ii) correctly configuring Customer’s systems in accordance with the Access Protocols.

3.2 Reporting of Unscheduled Downtime:  Customer must promptly notify Trunomi or its designee in the event Unscheduled Downtime occurs. Unscheduled Downtime will be deemed to begin when Trunomi receives accurate notification thereof, or when Trunomi first becomes aware of such Unscheduled Downtime, whichever first occurs.

3.3  Non-Performance by Customer:  The obligations of Trunomi set forth in this Exhibit A will be excused to the extent any failures to meet such obligations result in whole or in part from Customer’s or its Authorized Users’ or providers failure(s) to meet the foregoing requirements.

EXHIBIT B

Support

1. Trunomi Obligations:

Trunomi shall provide the following services to Eligible Support recipients under a valid maintenance agreement.

1.1.   Provide access to technical support by emailing the support team on [email protected] or by calling the support telephone number for customers eligible for Premium support:

Type of Support Agreement Priority Coverage Method of Contact Business Hours
Standard P2 – P3 Email Monday – Friday 9am-5pm GMT (Not including UK public holidays)
Standard P1 Email Monday – Sunday 9am-9pm GMT (Not including bank holidays)
Premium P2 – P3 Email and phone Monday – Friday 9am – 5pm GMT (including bank holidays)
Premium P1 Email and phone Monday – Sunday 24 hours (including bank holidays)

1.2.   Technical support for prior releases: present one and the previous one

1.3.   Based on the severity of the issue (P1-P3) respond within the appropriate SLA time period

2. Customer’s Obligations:

In order to be Eligible for Support they must be under a valid maintenance agreement, Customer agrees to:

2.1.   Use reasonable effort to ensure that the issue is properly documented in the initial email (or phone call), and that the appropriate severity level of the issue is indicated in the subject of the email (P1-P3)

2.2.   Identify a single point of contact who will be responsible for contacting support

2.3.   Where necessary the customer shall allow Trunomi access to their systems necessary to provide support

3. Definitions:

3.1.   Issue severity level

The severity of the issue shall be indicated in the subject of the email, based on the options listed below – these directly relate to the agreed SLA detailed below:

3.1.1. Priority 1 (P1)

Urgent or Priority 1 means issues that severely impact use of the Services; i.e. where the service provided through the Services is down or unavailable OR a critical documented feature / function is not available. Problem affects all or a majority of users

3.1.2. Priority 2 (P2)

High or Priority 2 defect means major functionality is impacted or significant performance degradation is experienced. The service is operational but performance highly degraded to the point of major impact on usage. Important features are unavailable; however, operations can continue in a restricted fashion. Problem affects greater than 40% of the users.

3.1.3. Priority 3 (P3)

Low or Priority 3 means an inquiry regarding a routine technical issue; information requested on application capabilities, navigation, installation or configuration, or a cosmetic defect. Acceptable workaround available. Affects a small number of users (fewer than 2%)

3.2.   Service Level Agreement

Based on the severity level indicated by the Customer, Trunomi Support aspires to respond and resolve the customer issue within the following time periods.

Priority Initial Response Status Update Resolution/Access Restored
Priority 1 (P1) 30 minutes 2 hours or as otherwise agreed, until the issue is resolved Access restored or workaround within 24 hours
Priority 1 (P2) 2 business hours 1 business day or as otherwise agreed, until the issue is resolved Access restored or workaround within 3 business days
Priority 1 (P3) 4 business hours 7 business days or as otherwise agreed, until the issue is resolved Endeavour to resolve in a future release

3.3.   “Resolution”

A resolution may consist of a fix, workaround or other solution Trunomi deems reasonable.  Trunomi does not guarantee resolution times, as time to resolve will vary based upon the complexity of the issue.