Terms of Service
BEFORE USING TRELA TECHNOLOGIES TRELA360 SERVICE (AS DEFINED BELOW), PLEASE READ THESE TERMS OF SERVICE (THESE "TERMS"). THESE TERMS ARE INCORPORATED BY REFERENCE INTO THE ORDER FORM EXECUTED BY THE COMPANY IDENTIFIED AS THE "CUSTOMER" THEREIN ("CUSTOMER") AND TRELA TECHNOLOGIES, LLC ("TRELATECH"), PURSUANT TO WHICH THE CUSTOMER RECEIVES THE RIGHT TO ACCESS AND USE TRELA360 (THE "ORDER FORM"). THESE TERMS AND THE ORDER FORM TOGETHER FORM A BINDING AGREEMENT BETWEEN CUSTOMER AND TRELATECH, EFFECTIVE AS OF THE FIRST DATE OF MUTUAL EXECUTION OF THE ORDER FORM (THIS "AGREEMENT").
IMPORTANT SERVICE NOTICE
Trela360 is a software-as-a-service platform that may operate independently or may connect to, receive information from, or exchange information with Customer's third-party systems, applications, databases, management systems, data sources, communications providers, artificial intelligence providers, or other services, including third-party dealership management systems ("Third-Party Systems"), depending upon the services purchased by Customer.
Customer acknowledges that TrelaTech's ability to provide certain functionality may depend upon the continued availability, functionality, permissions, APIs, credentials, data feeds, terms, policies, and services of Third-Party Systems. TrelaTech does not control Third-Party Systems and does not warrant their availability, accuracy, functionality, security, or continued compatibility with the Service.
Any integration or connection between Trela360 and a Third-Party System is subject to the applicable terms, permissions, and limitations imposed by the applicable third-party provider.
1. The Service.
(a) Access and Availability. TrelaTech will make the Trela360 Service ("Trela360" or the "Service") available to Customer and individuals authorized by Customer to use the Service on behalf of and solely for the benefit of the Customer, including employees, consultants, contractors, customers, and agents ("Users"). Customer is solely responsible for determining which individuals are authorized to access the Service and for obtaining all consents, permissions, notices, and authorizations required for Customers and its Users to use the Service. TrelaTech grants the Customer and its Users a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term (defined below) solely for Customer's internal business purposes and in accordance with this Agreement (including the specific access rights and limitations set forth in the Order Form) (the "Subscription"). "Service" means the Trela360 online and application service and any device application for use on a smartphone or tablet (the "Application") provided by TrelaTech for collecting, organizing, analyzing, communicating, and presenting information and data. The Service may include support, professional services, integrations, artificial intelligence functionality, reporting, analytics, messaging, campaign functionality, and other features made available by TrelaTech from time to time. "Device" means any device capable of accessing the Service, including but not limited to smartphones, computers, tablets, etc., whether provided by TrelaTech or otherwise.
(b) Subscription Term. The initial subscription term for the Service commences on the Subscription Start Date specified in the Order Form or if not specified the first day a User logs into the Service using credentials issued to Customer. The Subscription continues for the Initial Subscription Term specified in the Order Form and automatically renews for successive periods specified in the Order Form unless either party provides written notice of non-renewal at least thirty (30) days before expiration of the then-current Subscription Term. The Initial Subscription Term plus all Renewal Terms are the "Subscription Term." TrelaTech may modify pricing applicable to a Renewal Term upon reasonable prior notice.
(c) Wireless Connectivity and Communications. The Service may require internet, cellular, Wi-Fi, telecommunications, or other connectivity. Customer is responsible for suitable connectivity and third-party charges. Where the Service provides text messages, emails, telephone calls, push notifications, or other electronic communications, Customer is responsible for obtaining and maintaining required permissions, consents, authorizations, notices, and opt-in/opt-out mechanisms and for compliance with applicable laws and regulations, including, as applicable, the TCPA, CAN-SPAM Act, state privacy and communications laws, carrier requirements, and other electronic communications requirements.
(d) Trela360 Service. Trela360 may collect ratings, comments, questions and answers, customer feedback, communications, operational information, and other data from Customer, Users, Customer's customers, and authorized systems, and may report, analyze, organize, and alert results to Customer's designated recipients. Trela360 may include multiple service offerings and features.
(e) Trela360 AI Services. If Customer purchases or accesses functionality incorporating artificial intelligence, machine learning, large language models, generative AI, automated recommendations, automated analysis, or similar technologies ("AI Services"), Customer acknowledges that AI output may be inaccurate, incomplete, outdated, misleading, or inappropriate and should be reviewed before reliance or communication. Customer is solely responsible for decisions, actions, communications, or business outcomes resulting from use of AI Services. TrelaTech does not warrant AI output. AI Services may rely on third-party AI providers and technologies, which TrelaTech may change, replace, suspend, or discontinue. Customer authorizes TrelaTech to transmit information reasonably necessary to provide AI Services to applicable third-party AI providers. Unless expressly agreed otherwise in writing, TrelaTech will not intentionally use Customer Data to train a publicly available general-purpose AI model. Customer will not use AI Services for unlawful, discriminatory, fraudulent, or prohibited purposes. TrelaTech has no liability for the substance, accuracy, completeness, or consequences of Customer's use of AI-generated output except to the extent caused by TrelaTech's breach of its express obligations under this Agreement.
(f) Trela360 Campaign Service. The Campaign Service permits Customer to send commercial information and other communications through the Service. Customer is solely responsible for content, recipient lists, timing, frequency, consent, authorization, and legality of communications. Customer represents that it has all rights, permissions, consents, and lawful bases necessary to provide Customer Data for the Campaign Service. Customer will not provide sensitive personal information, financial account information, payment card information, Social Security numbers, medical information, passwords, authentication credentials, or other information expressly prohibited by TrelaTech.
2. Customer Conduct and Use.
(a) Customer Data; Upload Restrictions. Customer retains all right, title, and interest in data uploaded, submitted, transmitted, or otherwise provided by Customer, its Users, or Customer's authorized systems to the Service ("Customer Data"). Customer grants TrelaTech a limited, worldwide, non-exclusive license to host, copy, transmit, process, store, display, modify as technically necessary, and otherwise use Customer Data solely as reasonably necessary to provide, maintain, secure, support, and improve the Service; perform requested configurations and services; prevent fraud, abuse, security incidents, and violations; comply with applicable law; create reports and analytics requested by Customer; and create aggregated and/or de-identified information that does not identify Customer, its Users, or individual customers. Customer is responsible for the legality, accuracy, quality, and content of Customer Data and represents that it has all rights, permissions, consents, and authorizations necessary for TrelaTech to process Customer Data as contemplated by this Agreement. Customer will not upload or transmit prohibited sensitive information, including financial account information, payment card information, medical information, Social Security numbers, driver's license numbers, passwords, authentication credentials, or other highly sensitive information unless expressly authorized in writing by TrelaTech. TrelaTech may access Customer Data when reasonably necessary to provide support, investigate technical or security issues, maintain or improve the Service, monitor compliance, respond to Customer requests, prevent fraud or abuse, or comply with applicable law. TrelaTech may use and report on Customer Data and other data and metrics related to or arising from the use of the Service in an aggregate and anonymous manner to third parties and/or support benchmarking and/or similar features of the Service ("Authorized Use") provided such Authorized Use does not result in disclosure of the Users identity.
(b) Compliance. Customer is responsible for all activities occurring under its account; maintaining credential confidentiality; Customer's and its Users' compliance with this Agreement; obtaining required User authorizations, permissions, and consents; the legality of Customer Data; communications initiated through the Service; and compliance with applicable privacy, data protection, electronic communications, marketing, advertising, spam, consumer protection, and other laws.
(c) Restrictions. Except as expressly permitted under this Agreement, Customer shall not license, sublicense, sell, resell, transfer, rent, lease, assign except as permitted herein, distribute, disclose, or commercially exploit the Service; copy, modify, or create derivative works; frame or mirror the Service; access it for competitive purposes or as an application service provider, timesharing service, service bureau, or similar third-party service; decompile, disassemble, reverse engineer, or attempt to discover source code or underlying algorithms; remove proprietary notices; transmit unlawful, infringing, obscene, threatening, defamatory, or malicious material; introduce malware; interfere with Service security, integrity, availability, or operation; attempt unauthorized access; use automated means except through functionality expressly provided by TrelaTech; or assist any third party in doing so.
(d) Communications. Customer is responsible for all communications sent through the Service and represents that such communications are sent only to legitimate recipients with whom Customer has an appropriate business relationship or other lawful basis. Customer will maintain records necessary to demonstrate compliance with applicable communication laws and consent requirements. TrelaTech may suspend messaging functionality if it reasonably believes Customer's messaging creates legal, regulatory, carrier, reputational, security, or operational risk.
(e) Suspension. TrelaTech may immediately suspend all or any portion of Customer's access if it reasonably believes Customer or a User breached this Agreement; use presents a security risk; use may violate law; use may expose TrelaTech or a third party to liability; Customer failed to pay undisputed amounts when due; or suspension is reasonably necessary to protect the Service or other customers. TrelaTech will use commercially reasonable efforts to notify Customer and restore access when the issue is resolved.
(f) No Installation. If Customer fails to install or allow the Service to be installed or configured as required, Customer remains responsible for applicable setup, implementation, professional services, third-party, and other fees incurred by TrelaTech.
(g) Privacy Policy. The TrelaTech Privacy Policy at https://trela360.com/privacy/ and successor sites applies to Customer's and its Users use of the Service.
(h) Data Security and Privacy. TrelaTech will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, use, alteration, or disclosure. TrelaTech may use third-party hosting, cloud, telecommunications, AI, analytics, security, and other subprocessors in providing the Service and will require such providers to maintain appropriate confidentiality and security obligations consistent with the nature of the services provided. Customer acknowledges that no electronic system can be guaranteed completely secure. If TrelaTech determines that Customer Data has been subject to unauthorized access that materially affects Customer Data, TrelaTech will provide notice to Customer as required by applicable law and reasonably cooperate in investigating and addressing the incident. Customer is responsible for security of its systems, devices, networks, credentials, Users, integrations, and Third-Party Systems.
(i) Third Party Systems and Integrations. The Service may integrate with Third-Party Systems, including dealership management systems, customer relationship management systems, communication providers, social media platforms, review platforms, payment providers, AI providers, and other third-party applications. Customer authorizes TrelaTech to access and exchange information with such Third-Party Systems as reasonably necessary to provide the Services purchased by Customer. Customer is responsible for third-party accounts, permissions, credentials, authorizations, subscriptions, and licenses. TrelaTech is not responsible for failure, delay, interruption, limitation, data loss, inaccurate information, API change, outage, security incident, termination, or other issue caused by a Third-Party System. TrelaTech may modify or discontinue an integration if the third-party provider changes its API, terms, technology, security requirements, pricing, permissions, or availability. Third-party services may be subject to additional terms imposed by the applicable provider.
(j) Data Retention and Export. During the Subscription Term, Customer may export Customer Data using export functionality made available by TrelaTech. Following expiration or termination, TrelaTech may provide Customer a commercially reasonable period to retrieve Customer Data, subject to applicable technical capabilities and outstanding amounts owed. Unless otherwise required by law or agreed in writing, TrelaTech may delete Customer Data following such retrieval period. TrelaTech may retain limited copies in backup systems for a reasonable period consistent with backup and disaster recovery practices. TrelaTech may retain information to the extent required by law, for legitimate security purposes, or as necessary to establish, exercise, or defend legal claims.
3. Confidentiality.
(a) Scope. "Confidential Information" means all information of a party ("Disclosing Party") disclosed to the other party ("Receiving Party") that is designated in writing or identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Customer Data is Confidential Information of Customer and the terms and conditions of the Order Form are Confidential Information of TrelaTech.
(b) Restrictions. The Receiving Party will: (i) not use the Disclosing Party's Confidential Information for any purpose outside of this Agreement; (ii) not disclose such Confidential Information to any person or entity, other than its (a) employees who have a "need to know" for the Receiving Party to exercise its rights or perform its obligations hereunder and (b) professional advisers, and actual or prospective investors, provided that such employees, investors, acquirers and professional advisers are bound by agreements or, in the case of professional advisers, ethical duties respecting such Confidential Information in accordance with the terms of this Section 3; and (iii) use reasonable measures to protect the confidentiality of such Confidential Information.
(c) Exceptions. If the Receiving Party is required by applicable law or court order to make any disclosure of such Confidential Information, it will first give written notice of such requirement to the Disclosing Party, and permit the Disclosing Party to intervene in any relevant proceedings to protect its interests in its Confidential Information, and provide full cooperation to the Disclosing Party in seeking to obtain such protection. Further, this Section 3 will not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt; (ii) is or has become public knowledge or publicly available through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information.
(d) Equitable Relief. The Receiving Party acknowledges that unauthorized disclosure of Confidential Information may cause substantial harm to the Disclosing Party for which damages alone might not be a sufficient remedy and, therefore, that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law or equity.
4. Fees; Interest; Taxes. Customer will pay to TrelaTech all of the fees specified in the Order Form, in United States currency, unless otherwise specified in the Order Form. Fees for the current month will be invoiced in advance and in accordance with the terms of the Order Form. Unless otherwise stated in the Order Form, all fees are due within ten (10) days from the invoice date. Unpaid invoices are subject to a late payment charge of 1.5% per month on any outstanding balance or the maximum permitted by law, whichever is lower, plus all reasonable expenses and fees of collection. TrelaTech may increase the Fees charged to Customer by the amount of any increase in the fees from a third party supplier for the third party services used by TrelaTech to provide the Services to Customer, e.g. third party DMS fees. All amounts payable hereunder are exclusive of any sales, use and other taxes or duties, however designated (collectively "Taxes").
5. Proprietary Rights. Customer acknowledges that the Service and Application contain copyrighted, patented, and proprietary products and materials, certain components of which are licensed from one or more of TrelaTech's licensors. TrelaTech and TrelaTech's licensors solely and exclusively retain all right, title and interest in and to the Service and Application and related support, documentation and professional services deliverables, and all related and underlying software, interfaces, databases, data models, structures, non-Customer-specific data, aggregated statistical data, technology, reports, brands, trademarks, tradenames, and other intellectual property, and any modifications to any of the foregoing plus all intellectual and other proprietary rights therein or thereto (all of the foregoing, the "TrelaTech IP"). Except for the Subscription granted hereunder, Customer has no right, title or interest in or to the TrelaTech IP, including any use of the brands, trademarks, or tradenames of TrelaTech. Customer hereby grants TrelaTech a limited license under Customer's trademarks and logos necessary for TrelaTech to include such items in the Services used by Customer. TrelaTech hereby grants Customer a limited license to use the Application but solely for the purpose of access the Service pursuant to an Order Form. Trela alone shall own all rights, title, and interest in and to any suggestions, enhancement requests, feedback, or recommendations provided by Customer or any third party relating to the TrelaTech IP.
6. Term and Termination.
(a) Term and Termination. This Agreement will be effective during the Subscription Term, unless earlier terminated pursuant to this section. Unless otherwise stated in the Order Form, this Agreement may only be terminated: (i) by a party upon written notice to the other party (A) if the other party breaches a material term of this Agreement that is uncured within fifteen (15) days after receipt of notice of such breach; (B) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; or (C) immediately in the event of a material breach by the other party of Section 2 of these Terms or (ii) by TrelaTech pursuant to Section 9(a).
(b) Outstanding Fees. Customer will pay all fees owed to TrelaTech that have accrued up until termination of this Agreement immediately upon such termination. Customer will pay any fees associated with third party services for the termination of a Subscription, e.g. third party DMS termination fees and or expenses. In addition, if TrelaTech terminates this Agreement pursuant to clause (i) of Section 6(a), Customer will pay TrelaTech, within ten (10) days after termination, all unpaid amounts that would have been owed to TrelaTech for the remainder of the then-current Subscription Term absent early termination. However, if Customer terminates this Agreement pursuant to Section 6(a), TrelaTech will refund Customer a prorated amount equal to the pre-paid Subscription Fees covering the whole months that would have remained, absent such early termination, in Customer's Subscription Term following the effective date of such early termination.
(c) Effect of Termination. Upon any termination of this Agreement, Customer will immediately cease all use of and access to the Service and delete (or, at TrelaTech's request, return) all related documentation, passwords and access codes and any other TrelaTech Confidential Information in its possession. TrelaTech will have no liability for any suspension or termination of Customer's access to the Service, or any termination of this Agreement, provided that it is conducted in accordance with the terms of this Agreement. Sections 3, 5, 6, 7(a), 7(c), 8, 9, 10, 11, 12, 13 and 14 of these Terms will survive any termination or expiration of this Agreement.
7. Warranties.
(a) Corporate Authority. Each party represents and warrants that it has the legal power and authority to enter into this Agreement, and that the Order Form is executed by an employee or agent of such party with all necessary authority to bind such party to the terms and conditions of this Agreement (including these Terms).
(b) Functionality Warranty. TrelaTech warrants that the Service and Application will operate in substantial conformity with the then current version of the applicable documentation provided by TrelaTech. TrelaTech warrants that it will support Trela360 in accordance with the applicable support documentation for Trela360. To submit a warranty claim under this Section 7(b), Customer shall (1) reference that it is making a warranty claim under this Agreement, and (2) submit a support request to resolve the non-conformity. If the non-conformity persists without relief more than thirty (30) days after written notice of a warranty claim provided to TrelaTech under this Section 7(b), then Customer may terminate the affected Service and TrelaTech, as its sole liability in connection with a breach of this warranty, shall refund to Customer any prepaid subscription fees covering the remainder of the Subscription Term of the affected subscription after the effective date of termination. Notwithstanding the foregoing, this warranty shall not apply to any non-conformity due to any modification of or defect in the Service that is made or caused by someone other than TrelaTech (or someone acting at TrelaTech's direction).
(c) Disclaimer. EXCEPT FOR THE WARRANTIES CONTAINED IN SECTIONS 7(a) AND 7(b), (I) ANY DEVICE, SERVICE OR, AND APPLICATION IS PROVIDED "AS IS", AND (II) TRELATECH, ON BEHALF OF ITSELF AND ITS LICENSORS, SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR ANY PURPOSE, IN EACH CASE TO THE MAXIMUM EXTENT PERMITTED BY LAW. TRELATECH AND ITS LICENSORS WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY DELAYS, INTERRUPTIONS, DELIVERY OR SERVICE FAILURES, OR ANY OTHER PROBLEMS OR DAMAGES ARISING FROM CUSTOMER'S USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS OR ANY OTHER SYSTEMS.
8. Limitations of Liability. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 9, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, INCLUDING LOSS OF BUSINESS, GOODWILL, PROFITS, DATA, SALES OR REVENUE, WORK STOPPAGE OR COMPUTER FAILURE OR MALFUNCTION, IN EACH CASE WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL TRELATECH BE LIABLE TO CUSTOMER FOR ANY DAMAGES, COSTS, CLAIMS OR OTHER LIABILITIES (INCLUDING INDEMNIFICATION OBLIGATIONS) RELATED TO OR ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, NEGLIGENCE OR TORT, IN EXCESS OF THE LESSER OF (I) THE TOTAL FEES PAID BY THE CUSTOMER FOR THE RIGHT TO ACCESS AND USE THE SERVICE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT OR ACT GIVING RISE TO THE CAUSE OF ACTION AND (II) FIFTY THOUSAND U.S. DOLLARS (US$50,000). Except with respect to enforcing Customer's payment obligations under this Agreement or a breach of Section 2 or 3, no action against either party arising out of this Agreement may be brought by the other party more than one year after the cause of action has arisen. This Section 8 will apply to the maximum extent permitted under applicable law.
9. Mutual Indemnification.
(a) TrelaTech Indemnification. TrelaTech will indemnify, defend and hold harmless Customer against any loss, damage or cost (including reasonable and necessary attorneys' fees) ("Losses") incurred in connection with claims, demands, suits or proceedings made or brought by a third party ("Claims") against Customer alleging that the use of the Service, as contemplated hereunder, infringes the patents or copyrights of a third party in the United States. TrelaTech has no obligation for claims arising from Customer Data, Customer modifications, combination of the Service with products or services not supplied by TrelaTech, use outside this Agreement, Third-Party Systems, Customer instructions, or continued use after TrelaTech provides a non-infringing alternative. Notwithstanding the foregoing, if TrelaTech reasonably believes that the Customer's use of any portion of the Service is likely to be the subject of a Claim of infringement, violation or misappropriation of any third party intellectual property rights then TrelaTech may, at its expense and in its sole discretion: (i) procure for the Customer the right to continue using the Service; (ii) replace or modify the Service so that is use in no longer subject to the Claim; or (iii) terminate the Agreement. THIS SECTION 9(a) SETS FORTH TRELATECH'S SOLE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.
(b) Customer Indemnification. Customer will indemnify, defend and hold TrelaTech and its Affiliates, and their officers, directors, employees, agents and contractors ("TrelaTech Indemnitees"), harmless from and against any Losses incurred in connection with Claims against TrelaTech Indemnitees arising from or relating to Customer Data; Customer's or Users' use of the Service; Customer communications or marketing; failure to obtain consents or permissions; violation of privacy, communications, advertising, consumer protection, or other laws; Customer's use of AI-generated output; Customer's relationship or communications with customers; Customer's use of Third-Party Systems; or Customer's breach of this Agreement.
(c) Procedure. Each party's indemnity obligations are subject to the following: (i) the aggrieved party will promptly notify the indemnifier in writing of the Claim; (ii) the indemnifier will have sole control of the defense and all related settlement negotiations with respect to the Claim (provided that the indemnifier may not settle or defend any Claim unless it unconditionally releases the aggrieved party of all liability); and (iii) the aggrieved party will cooperate fully to the extent necessary, and execute all documents necessary for the defense of such Claim.
10. Customer Representations. Customer represents and warrants that it has authority to enter this Agreement; has obtained rights, consents, permissions, and authorizations necessary to provide Customer Data to TrelaTech; Customer Data does not knowingly violate applicable law or third-party rights; Customer will comply with applicable laws governing use of the Service; Customer will not send unlawful communications or communications lacking required consent or legal basis; and Customer will ensure Users comply with this Agreement.
11. Security and Acceptable Use. Customer will not attempt to circumvent authentication, security, rate limits, access controls, or technical restrictions; will promptly notify TrelaTech of unauthorized access to its account or credentials; and will not use the Service in a manner that could reasonably interfere with the Service or adversely affect other customers. TrelaTech may investigate suspected violations and cooperate with law enforcement or regulators where reasonably necessary.
12. No Professional Advice. The Service, including reporting, analytics, recommendations, AI-generated output, benchmarking, alerts, and other information, is not intended to constitute legal, accounting, financial, medical, employment, compliance, or other professional advice. Customer is solely responsible for obtaining appropriate professional advice where necessary.
13. Entire Risk Allocation. Customer acknowledges that pricing and commercial terms reflect the allocation of risk established by this Agreement, including disclaimers, indemnification obligations, exclusions of damages, and limitations of liability. These provisions are material terms of the Agreement and are intended to apply notwithstanding any failure of essential purpose of any limited remedy.
14. General Provisions.
(a) Entire Agreement; Interpretation. This Agreement (which consists of the Order Form and these Terms) constitutes the entire agreement and sets forth the entire understanding between the parties hereto with respect to Customer's Subscription to the Service described in the Order Form, and supersedes all prior agreements and discussions with respect thereto. In the event of an inconsistency between the terms and conditions of these Terms and the Order Form, the terms of the Order Form will govern. This Agreement will control over any different or additional terms of a Customer purchase order or other non-TrelaTech ordering document, and no terms included in any Customer purchase order or other non-TrelaTech ordering document will apply to the Customer's Subscription or use of the Service.
(b) Relationship of Customer and TrelaTech. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party's behalf without the other party's prior written consent.
(c) Modifications and Waiver. No modification of, amendment or addition to this Agreement is valid or binding unless set forth in writing and fully executed by both parties hereto provided, however, that a later version of this Agreement will replace the then current version once the later version is provided to Customer or posted at TrelaTech's Customer login website. Any waiver of any right or remedy under this Agreement must be in writing and signed by each party. No delay in exercising any right or remedy will operate as a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be construed as a waiver of any right or remedy on any future occasion.
(d) Publicity. Neither party shall issue any press release or other publicity without the prior written consent of the other (which may be given via e-mail), provided however that TrelaTech may during the Subscription Term include Customer and its logo on TrelaTech's customer list.
(e) Assignment. This Agreement and any rights or obligations hereunder may not be assigned, sublicensed or otherwise transferred by the parties without the prior written consent of the non-assigning party, except that TrelaTech may assign this Agreement without the consent of Customer to a corporation or other business entity succeeding to all or substantially all of the assets or business of TrelaTech to which this Agreement relates, whether by merger or purchase. A change in the ownership of Customer will be deemed an assignment under this section and the assignment of this Agreement and Order Forms to the new owner is subject to TrelaTech's consent. If TrelaTech consents to the assignment to the new owner there will be at least two (2) one-time charges: (i) a DMS conversion charge at the going rate and (ii) an ownership change charge at the going rate.
(f) Governing Law. This Agreement and any claim, controversy, right, obligation, or dispute arising under or related to this Agreement, the relationship of the parties, and the interpretation and enforcement of the rights, performance obligations, and duties of the parties will be governed by and construed in accordance with the laws of the state of Texas, USA, without regard to conflicts of laws principles. The parties agree that the provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply to this Agreement. The parties irrevocably and unconditionally agree to the exclusive jurisdiction of the state courts in Collin County and the federal courts in the state of Texas, USA. The parties waive any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
(g) Notices. Any notices under this Agreement will be in writing and sent via certified or registered mail, return receipt requested, or by overnight courier service. Notices to TrelaTech will be sent to the address for TrelaTech set forth in the Order Form and addressed to the Chief Financial Officer, with a copy to the Chief Executive Officer. Notices to Customer will be sent to the address for Customer set forth in the Order Form and addressed to Customer's signatory unless otherwise designated by Customer.
(h) Severability. If any provision of this Agreement is held to be unenforceable or illegal by a court of competent jurisdiction, such provision will be modified to the extent necessary to render it enforceable, or will be severed from this Agreement, and all other provisions of this Agreement will remain in full force and effect.
(i) Facsimile Transmission/Counterparts/Electronic Signatures. This Agreement will be deemed executed upon mutual execution of the Order Form, which may be executed and delivered by facsimile or email, and upon receipt such transmission will be deemed delivery of an original, and which may be executed in several counterparts each of which when executed will be deemed to be an original, and such counterparts will each constitute one and the same instrument. The parties consent to electronic signatures for the purpose of executing this Agreement by e-mail or other electronic means, subject to compliance with any applicable laws, rules or regulations. Any such documents that are delivered electronically and accepted are deemed to be "in writing" to the same extent and with the same effect as if the Agreement had been signed manually. In no event will electronic execution expand such assent to include any terms other than those explicitly set forth in this Agreement.
(j) Force Majeure. Neither party to this Agreement will be liable to the other for any failure or delay in performance by circumstances beyond its control, including but not limited to, acts of God, fire, labor difficulties, governmental action or terrorism, provided that the party seeking to rely on such circumstances gives written notice of such circumstances to the other party hereto and uses reasonable efforts to overcome such circumstances.
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