Terms of Service

Summary

These Terms of Service (“Terms of Service” or “Terms”) constitute a legally binding agreement between you (“you” or “your”) and Trigify.io (“Trigify,” “we,” “our,” or “us”) governing the use of our services and your relationship with us.

You accept and agree to these Terms of Service by:

• Accessing or utilizing our services;
• Clicking to accept these Terms of Service; or
• Accepting these Terms of Service through any other means.

If you do not agree to these Terms of Service, you should refrain from accessing (and you do not have our permission to access) our services.

Important Note: Please pay special attention to sections 7 and 8 of these Terms, which contain crucial information regarding the Personal Information you provide or receive from us. Additionally, section 11 outlines arbitration provisions that affect certain rights you may have concerning disputes.

We reserve the right to modify these Terms of Service (excluding section 11) at our sole discretion by posting updated versions on our Website or providing notice to you through other means. All such changes shall become effective upon the posting of the revised Terms of Service on the Website or upon notice to you, as applicable.

Definitions

a. “Account Information” refers to the data provided by you to create, support, and manage an account enabling access to our services.

b. “Trigify Platform” denotes the software or other technology provided by us to you under these Terms. The Trigify Platform excludes Third-Party Products.

c. “Beta Services” encompasses products, services, integrations, functionality, or features that Trigify may offer for trial at your discretion, described as “alpha,” “beta,” “pilot,” “limited release,” “developer preview,” “non-production,” “early-stage,” or similar.

d. “Contributor Database” signifies the database of Personal Information and other business data accessible, directly or indirectly, to you and other Trigify customers through the Trigify Platform.

e. “Output Data” includes the information and other content or materials available in the Contributor Database or through the Trigify Platform. Output Data excludes Submitted Data.

f. “Order Form” denotes an ordering document, such as an order receipt, related to your subscription to the Service, specifying subscription details and applicable fees.

g. “Personal Information” encompasses any substantially similar terms to “personal information” such as “personal data” or “personally identifiable information,” defined under applicable law.

h. “Service” encompasses Output Data, Service Metadata, Contributor Database, Trigify Platform, Beta Services, and any accompanying infrastructure, functionality, technology, or analytics, including services or add-ons outlined in an Order Form.

i. “Service Metadata” refers to information collected or inferred by us while delivering emails or providing the Service, including deliverability and system operations data.

j. “Submitted Data” includes all data, information, text, recordings, and other content and materials collected, submitted, provided, transmitted, or stored by you in connection with your use of the Service. Submitted Data excludes Output Data and Service Metadata.

k. “Third-Party Products” encompasses products, services, websites, applications, or other technology, and any related content, integrated with or used in connection with the Service. Third-Party Products are not owned or operated by us.

l. “UK/EU GDPR” refers to the General Data Protection Regulation (Regulation (EU) 2016/679) and equivalent requirements in the United Kingdom, including the Data Protection Act 2018 and the United Kingdom General Data Protection Regulation.

m. “Website” denotes any webpage or website where these Terms appear.

Your Account; Eligibility Restrictions; Beta Services; Third-Party Products

a. Account Setup: To access our Service and receive Output Data, you must create an account. When providing Account Information, ensure it is accurate and solely yours. Keep your contact details updated for important notifications. For assistance, contact us at customersupport@trigify.io.

b. Eligibility Restrictions: Only your authorized employees, service providers, or those of your wholly or majority-owned subsidiaries may use the Service as Authorized Users. You or your Authorized Users must not be competitors of Trigify, as determined by us. Ensure all Authorized Users are of legal age in their jurisdiction. Compliance with eligibility restrictions outlined in the Order Form is mandatory for all Authorized Users.

c. Account Security:

i. Maintain confidentiality and security of Account Information and account credentials.

ii. Do not share account credentials and restrict access to devices.

iii. Access the Service via encrypted connections only.

iv. Ensure up-to-date OS patching and active anti-malware on end-user devices.

v. Revoke access to terminated employees or users within 24 hours.

vi. Promptly report security incidents to us within 72 hours.

vii. Report suspected vulnerabilities to customersupport@trigify.io.

d. Beta Services: Periodically, we may offer access to Beta Services for optional use. Beta Services are not generally available and may contain bugs or defects. Additional terms may apply to Beta Services. We reserve the right to terminate or discontinue Beta Services at our discretion, without liability.

e. Third-Party Products: You may use Third-Party Products with our Service. Accessing or interacting with Third-Party Products is at your own risk. You are responsible for adhering to terms, conditions, and policies set by Third-Party Product providers. We cannot guarantee continued availability of Third-Party Product integrations and may cease interoperation without compensation. Third-Party Product providers are not considered our Subprocessors.

Account Types; Credits and Payment Terms

a. Subscriptions or Customized Service Accounts: Trigify may offer the Service through paid accounts, such as monthly or annual subscriptions, or through custom service provision with specific payment terms outlined in an Order Form or separate agreement. To explore such options, contact us at customersupport@trigify.io.

b. Paid and Unpaid Self-Serve Accounts: The Service may be available as paid or unpaid accounts on a self-serve basis. You can select Service features, including credit amounts, upon acceptance of these Terms. Opening multiple accounts or circumventing credit limits is prohibited. Violation may lead to immediate termination without refund.

c. Credits and Expiration:

• All credits obtained in connection with your Service usage are subject to rules and restrictions outlined herein.
• Credits cannot be resold or transferred and have expiration dates. Paid account credits expire at the end of the billing cycle, while unpaid account credits expire monthly.
• No refunds or extensions are provided for expired credits.
• Credits may only be purchased directly from us.

d. Fair Use Policy: Unlimited email credit plans operate under a fair use policy to prevent abuse. Non-paying customers using corporate domain email addresses have credit limits to prevent abuse. Paying customers have credit limits based on subscription terms. We recommend using a valid corporate domain email address for your account.

e. Payment Terms:

i. Fees: Pay applicable fees as per the Order Form, subject to changes notified by us.

ii. Payment Timeline; Disputes: Payment terms are outlined in the Order Form. ACH payments must adhere to stated terms, while credit card payments are due upon purchase. Late payments may result in access suspension. Dispute regarding fees must be raised within thirty days of invoice receipt.

iii. Taxes: You are responsible for all taxes except those based on our net income. Taxes may be included in invoices unless valid exemption documentation is provided.

iv. Subscription Seats: Subscriptions are per-seat unless stated otherwise. You may increase seats during a term at our discretion. Seat-sharing or time-sharing is prohibited.

v. Refunds and Discounts: Payments are nonrefundable. We may provide refunds, discounts, or other considerations at our discretion. Such actions do not establish entitlement for future refunds or discounts.

Term; Renewal

a. Subscription Term and Renewal: Your subscription is initially for the term specified in the Order Form and will automatically renew for additional periods of the same duration unless either party requests non-renewal or cancels the subscription:

• For annual subscriptions, such requests must be made at least thirty (30) days before the current term's end.
• For monthly subscriptions, requests must be made before 11:59 p.m. Pacific Time on the day before the next recurring billing date.
• Subscriptions are non-cancelable during the term specified in the Order Form.

Ownership of the Service; Your License to Use the Service

a. Ownership: Trigify holds all rights, title, and interest in the Service and Output Data. This includes patents, copyrights, trademarks, trade secrets, and other intellectual property rights. You do not gain ownership rights under these Terms and may not use the Service to create derivative works or resell Output Data.

b. License to You: Subject to compliance with these Terms and any Order Forms, you are granted a non-exclusive, revocable, non-assignable, and non-sublicensable license to:

• Use the Service solely for personal or internal business purposes.
• Store, print, or make copies of Output Data for personal or internal business purposes.

c. License Restrictions: You must comply with the following restrictions:

• Service Restrictions:
• Do not resell, distribute, or disclose the Service or functionally similar Output Data without permission.
• Do not access the Service on behalf of third-party entities.
• Do not transmit fake information or impersonate any entity.
• Do not develop derivative works from the Service.
• Do not reverse engineer the Service.
• Do not exceed authorized access to the Service or violate terms and policies.
• Obtain Output Data only through provided APIs and interfaces.
• Do not use the Service to develop competitive products or features.
• Output Data Use Restrictions:
• Do not use the Service in a manner violating laws or industry best practices.
• Do not promote illegal products/services or advertise prohibited content.
• Do not violate securities regulations or engage in fraudulent activities.
• Do not defraud, deceive, or violate intellectual property rights.
• Do not threaten, commit violence, or violate rights of others.
• Email Service Restrictions:
• Do not send emails from group distribution emails.
• Comply with opt-out mechanisms and user choice principles.
• Do not use fictional identities to send emails.
• Avoid sending emails resulting in high bounce rates or complaints.
• Do not transmit harmful software or engage in unsolicited messaging.
• Do not use the Service for unsolicited or harassing messages.

d. Notice of Violation; Suspension: Report violations to customersupport@trigify.io. We reserve the right to terminate access and demand cessation of Service use for non-compliance.

e. Our Marks: Trigify's names and logos are our trademarks and may not be copied or used without prior written permission.

Ownership of the Submitted Data; Our License to Use and Share the Submitted Data

a. Ownership: You retain all rights, title, and interest in the Submitted Data.

b. The Licenses You Grant To Us:

i. You grant us a license to host, access, copy, use, transfer, and process the Submitted Data for providing, developing, and improving the Service.

ii. We are allowed to analyze Submitted Data, including through machine learning, to enhance the Service.

iii. Submitted Data may be used to grow and verify the Output Data in the Contributor Database, without associating you publicly.

iv. We may use, share, sublicense, display, copy, publish, and distribute the Submitted Data in aggregated, de-identified form for any purpose.

c. The Representations You Make To Us:

i. You confirm having the necessary rights, permissions, and authority to provide and license the Submitted Data.

ii. The Submitted Data is true, accurate, and doesn't contain sensitive information.

iii. Providing Submitted Data doesn't violate any laws or contracts.

iv. You agree not to provide healthcare or financial-related data subject to HIPAA or GLBA regulations.

Required Consumer Consents and Permissions; Your Responsibilities

a. Responsibility for Your Use of Output Data: You're solely responsible for your use of Output Data and related communications.

b. Notice and Consent: You're responsible for obtaining any required consents or permissions for lawful marketing activities or processing of Personal Information.

c. Legal Bases for Processing: You agree to process Output Data only based on explicit consent or other legal bases required by applicable privacy laws.

d. Compliance with Law: You must comply with all applicable laws regarding your use of the Service, including data subject notices, consents, and permissions.

Data Privacy and Security

a. Data Processing Agreement: The Trigify Data Processing Agreement is incorporated into these Terms for processing Personal Information.

b. Privacy Policy: You acknowledge our Privacy Policy governing the handling of information, including Personal Information.

c. Nature of Exchange: In exchange for providing Submitted Data, you receive access to Output Data. This exchange may constitute a "sale" of Personal Information under certain state statutes, necessitating disclosures or consumer opt-out rights. We may provide guidance on these requirements, but you should seek legal advice for compliance.

Disclaimers

Your use of the Service is at your own risk. The Service and all Output Data provided therein are provided on an "as is" and "as available" basis. We disclaim all warranties and representations, either express or implied, including without limitation any warranties of merchantability or fitness for a particular purpose, informational content or accuracy, non-infringement, performance, title, error-free operation, and uninterrupted service. We make no guarantees that the Service will be free from viruses or other harmful components or that any defects or errors in the Service will be corrected. Our efforts to modify the Service shall not waive these limitations or any other provision of these Terms of Service.

Limitation of liability

Except for customer indemnification obligations herein, neither party (nor its respective officers, directors, agents, employees, representatives, affiliates, parents, subsidiaries, sublicensees, successors and assigns, independent contractors, and related parties) shall be liable to the other party for any indirect, incidental, special, or consequential damages arising out of or connected with the use of the Service or the delay or inability to use the Service. Our aggregate liability for any claim under or relating to these Terms or the Service shall not exceed the total amount paid by you to us during the 12 months prior to the date on which the claim arose. Additional disclaimers from us may appear within the Service and are incorporated herein by reference.

Arbitration, Class Action Waiver and Applicable Law

a. Arbitration and Class-action Waiver:

i. Federal Arbitration Act: These Terms of Service are governed by the Federal Arbitration Act.

ii. Initial Dispute Resolution: Parties agree to use reasonable efforts to settle disputes informally before resorting to litigation.

iii. Binding Arbitration: If disputes cannot be resolved informally, parties agree to resolve them through binding arbitration administered by JAMS.

iv. Governing Arbitration Rules: Arbitration shall be conducted according to JAMS rules, with the arbitrator having exclusive authority to resolve disputes.

v. Class Action Waiver: Parties agree to resolve disputes in individual capacities and waive rights to class actions or representative actions.

vi. 30-Day Right to Opt Out: Users have 30 days to opt out of arbitration and class action waiver provisions by notifying us.

vii. Changes to this Section: Changes to arbitration provisions require 60 days' notice and apply prospectively only.

viii. Survival: This arbitration section survives termination of the Terms of Service.

b. Limitations to this Agreement to Arbitrate:

i. Intellectual Property Claims: Parties may bring actions in court to protect intellectual property rights.

ii. Small Claims Court: Parties may seek relief in small claims court for disputes within its jurisdiction.

c. Applicable Law: The Terms of Service and the relationship between us are governed by the laws of the United Kingdom, and disputes not subject to arbitration must be resolved in courts located in the United Kingdom.

Indemnification

You agree to indemnify, defend, and hold us, our affiliates, directors, officers, employees, contractors, agents, suppliers, licensors, and service providers harmless from and against any actual or threatened loss, liability, claim, demand, damages, costs, or expenses, including reasonable attorneys’ fees and expenses arising out of or in connection with: (1) Your use of the Service; (2) Your breach of these Terms of Service; (3) Your violation of any applicable law or rights held by any third party; or (4) the Submitted Data.

We have the right, but not the obligation, to participate through counsel of our choice in any defense by you of any Claims as to which you are required to defend, indemnify, or hold us harmless. You may not settle any Claims in a manner that may impose any obligation upon us without our prior written consent. The members of our corporate family, and its agents, partners, employees, contractors, and advertisers, are third-party beneficiaries of this paragraph. Other than such parties, there are no other third-party beneficiaries of the Terms of Service. Should you not, in a timely manner, agree to indemnify and defend us upon our notice to you of a covered Claim, we may retain our counsel, for whose reasonable fees you shall be liable, and we may settle any such Claim, for which you likewise shall be liable.

Changes to the service

We reserve the right to change the features and functionality of the Service at any time, including adding, modifying, or removing features or functionality, or altering the amount of Output Data or other access provided. The Terms of Service will apply to any changed version of the Service. We may also suspend or stop the Service altogether. Additionally, we may impose or alter fees for new or existing aspects of the Service, including updating our credit conversion policies at any time.

Confidentiality

i. Confidential Information: From time to time, either Party (the “Disclosing Party”) may disclose or make available to the other Party (the “Receiving Party”) non-public, proprietary, or confidential information of the Disclosing Party, designated as confidential or which the Receiving Party should reasonably understand as confidential (“Confidential Information”). However, Confidential Information does not include information that becomes public through means other than the Receiving Party's breach of confidentiality, is obtained from a third party without restriction, was in the Receiving Party's possession before disclosure, or is independently developed without use of the Disclosing Party's Confidential Information.

ii. Obligations: The Receiving Party agrees to protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information, use it only for exercising rights or performing obligations under these Terms, and not disclose it except to Representatives who need to know and who are subject to confidentiality obligations.

iii. Required Disclosure: If legally compelled to disclose Confidential Information, the Receiving Party shall notify the Disclosing Party and seek to limit disclosure to what is legally required.

iv. Return or Destruction: Upon request, the Receiving Party will return or destroy Confidential Information, subject to digital data retention and backup procedures.

v. Remedies: In the event of breach, the Disclosing Party may seek specific performance or injunctive relief, in addition to other remedies.

vi. Conflicting Obligations: These provisions supersede any previous confidentiality agreement between the Parties.

Equitable relief

In the event of a breach of the Resale Restriction in section 5, you agree that money damages may not be adequate. Therefore, in case of such breach, we may seek specific performance, injunctive relief, or other equitable remedies, including disgorgement of profits. You agree to waive any requirement for us to post a bond in connection with such remedy. If we prevail in such a suit, you agree to pay our reasonable attorneys’ fees and costs.

Miscellaneous

a. Complete Agreement and Understanding: These Terms of Service constitute the entire understanding between us regarding the Service and the Submitted Data, superseding any prior agreements.

b. Our Relationship With You: The relationship between us is that of independent contractors.

c. Assignment: We may assign these Terms at our discretion, but you may not assign them without our consent.

d. Severability: If any provision of these Terms is invalid, illegal, or unenforceable, the remaining provisions shall remain valid and enforceable.

e. Waiver: Our failure to enforce any part of these Terms does not constitute a waiver.

f. Notice: Legal notices to us must be sent to customersupport@trigify.io. We will send notices to you via a method reasonably intended to provide notice.

g. Termination:

• Termination for cause: Either party may terminate immediately upon breach by the other party.
• Termination for convenience: We may terminate with 30 days' notice for paid subscriptions, or immediately for unpaid accounts.
• Effect of termination: Upon termination, you will no longer have access to the Service.
• Inactivity: Non-paying accounts inactive for six months may be deactivated at our discretion.
• Survival: Certain sections survive termination.

h. Force Majeure: We are not responsible for failure to perform due to circumstances beyond our control.

i. Monitoring: We may monitor the Service for compliance and may terminate your account for violation of these Terms.

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