Terms of Service

TrustLayer, Inc., a Delaware limited liability company (the “Company”), grants the “User” access to its SaaS products and other services upon the User’s acceptance of these terms, either through digital acceptance on the Company’s website or through one or more Order Forms or Scopes of Work (SOWs).

Agreement Overview

This document (“Agreement”) includes these Terms of Service, along with any attached appendices, exhibits, schedules, or riders. Together, they represent the entire agreement between the parties regarding the Services and supersede all prior agreements or representations, whether written or oral. Definitions of key terms can be found in Schedule I.

If you or your organization have an existing Master Services Agreement (MSA) with the Company, the MSA will take precedence over this Agreement where there is any conflict. This Agreement will only apply to areas not covered by the MSA.

Digital Acceptance

This Agreement does not require a traditional signature. By accepting these terms digitally, you confirm that you have read and understood this Agreement, including the limitations on the Company’s liability. The Company is relying on these limitations in providing you access to the Services.

You also confirm that you are authorized to enter into this Agreement on behalf of the User and that you are at least 18 years of age.

Terms and Conditions

Overview

• The Company has developed and owns a proprietary software-as-a-service product known as “TrustLayer” (the “Software Platform”).
• The Company also offers certain managed services (the “Managed Services”). Together, the Software Platform and Managed Services are referred to as the “Services.”
• The User wishes to subscribe to and use the Software Platform and may opt to add Managed Services as specified in an Order Form, subject to the terms of this Agreement.

Agreement

In consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to the following terms:

1.SOFTWARE PLATFORM.  

1.1.  Activation and Use.  The Company will provide the User with remote access to the Software Platform through a unique client account (the “User Account”), which may integrate with the User’s single sign-on system. Access is provided solely via electronic means and does not include access to the Software Platform’s source code or executable object code, except for necessary client-side object code. Subject to payment of all fees and compliance with this Agreement, the Company grants the User a limited, non-exclusive, non-transferable right to use the Software Platform and any provided APIs during the Term.

1.2 Client Users and Vendor Users.  The Software Platform allows Users to invite their vendors or service providers to upload content (e.g., insurance documents). The User initiating the request is a “Client User,” while the responding party is a “Vendor User.” Both Client Users and Vendor Users are “Users”, and may not use the Software Platform without digitally accepting the terms contained in this Agreement.

2. SERVICE ACKNOWLEDGEMENTS AND AGREEMENTS.

2.1 User Responsibilities.  The User is responsible for maintaining their internet connection and ensuring that their systems are free from viruses and malicious code. The User has and will retain sole control over the operation, maintenance and management of, and all access to and use of, the User Systems, and sole responsibility for all access to and use of the Software Platform by any person by or through the User Systems or any other means controlled by User, including any: (i) results obtained from any use of the Software Platform; and (ii) conclusions, decisions or actions based on such use.

2.2 Updates.  The Company may update or change the Software Platform at its discretion. Material changes will be communicated to the User through release notes.

2.3 Security.  The User must keep all account credentials confidential and is responsible for any damage resulting from unauthorized access. The Company is not liable for any data loss or breaches caused by the User’s negligence or breach of this Agreement.

2.4 Technical Support.  If the User has purchased a support plan, the Company will provide contact information for technical support. Support is limited to the Client User and is available during the Company’s business hours. The Company may modify support hours with notice and does not guarantee the effectiveness of technical support.  The Company shall not be responsible for any delays or access issues that are related to any breach of this Agreement by, or any act, omission to act or neglect of, User, or any of its personnel, agents, representatives or contractors.

2.5 Limitation of Recommendations.  Neither the Company nor any employees, contractors or personnel of the Company is being engaged to make recommendations or furnish any advice based on any User Input Data.  Neither the Company nor any employees, contractors or personnel of the Company have any liability or obligation to User or any third party based upon any reliance upon, application or use of any information or data or any reports furnished or actions taken as a result of User’s use or access to the Services.

2.6 Third-Party Services.  The Software Platform may integrate with third-party services.  For example, the Software Platform may provide additional data from third party sources (i.e. AM Best credit ratings). The Company does not endorse or guarantee these services and is not responsible for any issues arising from their use.  

2.7. Electronic Signature.  

2.7.1 Facilitation of Electronic Documents.  The Software Platform may facilitate the execution of electronic documents between the Client Users and Vendor Users or third party service providers.  Nothing in this Agreement may be construed to make the Company a party to any electronic document processed through the Software Platform, and the Company makes no representations or warranties regarding the transactions contemplated by any electronic document processed by the Software Platform.

2.7.2 Compliance with Electronic Signature Laws.  Certain types of agreements and documents may be excepted from electronic signature laws or may have special regulations that are applicable to them.  The Company is not responsible or liable to determine whether any particular electronic document is subject to any additional regulations or laws or any exception to applicable electronic signature laws.  The User is solely responsible for ensuring compliance with applicable laws regarding electronic signatures and document retention. 

2.8 Validation.  The Company may validate the accuracy of data provided within the Software Platform, such as confirming the active status of insurance coverage. By submitting data, the User consents to such validation.

MANAGED SERVICES

2.9 Scope and Changes.  Users may subscribe to certain managed services, described in one or more statements of work (each a “Statement of Work”), which are to be governed in all respects by the terms and conditions of this Agreement.  The Company may engage third-party consultants or subcontractors to provide the managed services to User.  No Statement of Work will be modified until the Parties execute a written change order or amendment to the applicable Statement of Work.  The User is responsible for additional fees associated with changes.

2.10 Performance Schedule; Delays.  Any delay caused by the User may impact the performance as described in the applicable Statement of Work or Order Form.  If any delays in the Company’s performance occur as a result of a failure to cooperate or untimely performance by User, the Company shall not incur any liability for its non-performance under the applicable Statement of Work as a result of such delay.

2.11 Additional Covenants.  User shall:

• comply with all of the terms and conditions of this Agreement and the Company’s Privacy Policy, available here.

• not permit any third person to use or gain access to the Services, except to the extent that such third person digitally accepts the terms of this Agreement and becomes a User thereunder).

• Use the Services solely for their internal benefit and not for unapproved resale or obscene, offensive, competitive, or illegal activities.

• Ensure that all User Materials are free from malicious code.

• Comply with all applicable export and re-export laws and regulations.  As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.”  Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

3. FEES.

3.1 Fees.  Client User agrees to pay the fees specified in the applicable pricing page, Order Form, Statement of Work (SOW), or any other agreement (“Fees”).  If the Services are purchased through a third-party reseller and no separate agreement, Order Form, or SOW is in place between Client User and the Company, no additional Fees are due under this Agreement.  The Fees specified in each Order Form will remain fixed for the first year following the Effective Date specified in the Order Form. After the first year, Fees will automatically increase by 5% annually on the anniversary of the Effective Date. 

3.2 Payment Terms.  The Company will invoice Client User for all Fees annually in advance. Payment is due on the first day of the billing cycle, or in advance if no billing cycle applies. If payment is not received by the due date, the Company may suspend or revoke Client User’s access to the Services until full payment is made. Client User is responsible for all costs of collection, including reasonable attorneys’ fees and court costs, for any overdue payments.

If Client User disputes any part of an invoice, they must pay the undisputed portion and notify the Company in writing of the disputed amount, providing detailed reasons for the dispute.

3.3 Taxes.  All Fees are exclusive of all taxes, levies, or duties, and Client will be responsible for payment of all such taxes, levies, or duties, excluding United States (federal or state) taxes based solely on the Company’s income.  Client will pay all Fees free and clear of, and without reduction for, any VAT, withholding, or similar taxes; any such taxes imposed on payments of fees will be Client’s responsibility, and, upon the Company’s request, Client will provide receipts issued by the appropriate taxing authority to establish that such taxes have been paid.  

4. TERM AND TERMINATION.

4.1 Term.  This Agreement begins on the “Effective Date” specified in the Order Form and continues until terminated as outlined in this Agreement (“Term”). Unless otherwise specified in the Order Form, all contracts are for a one-year term and renew automatically unless terminated.

4.2. Termination for Cause.  The Company may terminate this Agreement immediately if the User materially breaches any provision of this Agreement, including but not limited to obligations related to payment, confidentiality, or proprietary rights. No notice or cure period is required for termination due to a material breach by the User.

4.3 Actions Upon Termination.  Upon termination of this Agreement:

4.3.1 User must immediately cease using the Services and return or destroy any Proprietary Information of the Company in their possession. The Company reserves the right to deactivate the User’s account upon termination.

4.3.2 The Company will issue a final invoice for any outstanding fees up to the date of termination, which the User must pay promptly.

4.3.3 All rights and obligations of both parties under this Agreement will cease, except for any provisions that are intended to survive termination.

5. PROPRIETARY RIGHTS; CONFIDENTIALITY.

5.1 Company Ownership. As between the parties, the Company and its licensors retain all rights, title, and interest in the Software Platform and any related services, including all enhancements, modifications, or derivatives thereof (“Company IP”).  Except for the rights expressly granted in this Agreement, Company reserves all rights in the Software Platform and does not grant User or its End Users any intellectual property rights to the Software Platform, additional services, as well as including any enhancements, modifications or derivatives thereof.

5.2 User Ownership.  As between the parties, the User retains all rights, title, and interest in the data and content uploaded to the Software Platform (“Customer Data”). By using the Software Platform, the User grants the Company and its authorized subprocessors a non-exclusive, royalty-free, worldwide license to use, store, process, and transmit Customer Data as necessary to provide and enhance the Services, including for the development and improvement of features.  To provide User with additional features, Company may also use Customer Data in an aggregated and anonymized form for analytics, benchmarking, and other business purposes, provided that such use does not identify the User or any individual.

5.3 Confidentiality Obligations.  

5.3.1 Confidential Information.  Each party agrees to protect the other’s confidential information (“Confidential Information”) with the same degree of care as it uses to protect its own confidential information, but in no event less than a reasonable degree of care. Confidential Information includes any non-public information disclosed by one party to the other, whether oral, written, or electronic, that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

5.3.2 Permitted Disclosures.  Confidential Information may be disclosed by the receiving party only to its employees, affiliates, and advisors who need to know such information for the purpose of performing this Agreement and who are bound by confidentiality obligations at least as protective as those set forth herein. The receiving party may also disclose Confidential Information as required by law or court order, provided it gives prompt notice to the disclosing party (unless prohibited by law) and cooperates in seeking confidential treatment or a protective order.

5.3.3 Exclusions from Confidentiality.  Confidential Information does not include information that (a) is or becomes publicly available without breach of this Agreement; (b) was known to the receiving party before disclosure by the disclosing party; (c) is received from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving party without reference to or use of the disclosing party’s Confidential Information.

5.4 Use of Name.  The Company may use the User’s name, logo, and trademarks in its marketing materials, including on its website, to identify the User as a customer, provided such use is consistent with the User’s branding guidelines.

5.5.  License to User Input Data.  One of Company’s core services includes sharing data between Client and Vendor Users.  For this functionality to work, User hereby grants to the Company a royalty-free, worldwide, perpetual, non-exclusive, assignable, sublicensable and transferable license to use the data input by the User (“User Input Data”) to provide the Services to Client User and Vendor User (and such other parties as the User may direct the Company through the Software Platform).

6. LIMITATION OF LIABILITY

6.1. Disclaimer.  THE COMPANY PROVIDES THE SERVICES, INCLUDING THE SOFTWARE PLATFORM, DOCUMENTATION, AND ANY RELATED REPORTS (IN ORAL OR WRITTEN FORM), "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE. THE COMPANY DOES NOT GUARANTEE THAT THE SERVICES WILL MEET USER’S REQUIREMENTS, BE UNINTERRUPTED, OR THAT ANY DATA OR TRENDS PRODUCED BY THE SOFTWARE PLATFORM WILL LEAD TO SPECIFIC OUTCOMES. DATA EXTRACTION IS NOT ERROR-FREE.  USER ACKNOWLEDGES AND AGREES THAT: (I) THE SERVICES MAY REQUIRE JUDGMENTS TO BE MADE THAT ARE BASED UPON LIMITED DATA RATHER THAN UPON SCIENTIFIC CERTAINTIES; AND (II) ULTIMATE OUTCOMES COULD BE INCONSISTENT WITH THE DATA AND TRENDS DEVELOPED BY THE SOFTWARE PLATFORM.

6.2. Sharing of Information.

6.2.1. User Responsibility.  THE SOFTWARE PLATFORM IS DESIGNED TO ALLOW USER TO SHARE INFORMATION WITH THIRD PARTIES.  ANY DECISIONS TO SHARE INFORMATION THROUGH THE SOFTWARE PLATFORM WILL CAUSE THE RECIPIENT OF SUCH INFORMATION TO OBTAIN, USE, COPY AND DISTRIBUTE SUCH INFORMATION WITHOUT ANY LIMITATION OF CONFIDENTIALITY, CARE OR OTHERWISE.  USER EXPRESSLY ASSUMES THE RISK AND ANY ATTENDANT CONSEQUENCES OF ANY SUCH SHARING OF INFORMATION THROUGH THE SOFTWARE PLATFORM.  THE COMPANY EXPRESSLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY OF ANY KIND WITH RESPECT TO USER’S DECISION TO SHARE INFORMATION THROUGH THE SOFTWARE PLATFORM, AND USER EXPRESSLY ACKNOWLEDGES SUCH DISCLAIMER.

6.2.2 Third-Party Relationships.  Company is not a party to any agreement between User and any third party, regardless of whether such third party is also a User pursuant to a separate Agreement between such third party and Company. THE PARTIES AGREE AND ACKNOWLEDGE THAT NEITHER PARTY HAS RESPONSIBILITY FOR LIABILITIES SUFFERED OR INCURRED BY THE OTHER PARTY, USER, OR ANY THIRD PARTY AS A RESULT OF THE ACTIONS OR OMISSIONS OF COMPANY, USER OR ANY THIRD PARTY, WHETHER WITH RESPECT TO USER’S USE OF THE SERVICES OR OTHERWISE.  SPECIFICALLY, NEITHER PARTY NOT RESPONSIBLE FOR ANY LIABILITIES ARISING OUT OF OR RELATED TO THE FAILURE OF ANY USER OR ANY THIRD PARTY WITH WHICH USER HAS A COMMERCIAL OR CONTRACTUAL RELATIONSHIP TO MAINTAIN AND CONVEY REQUIRED INSURANCE, BONDS OR OTHER LIABILITY PROTECTION. IN ADDITION, COMPANY IS NOT RESPONSIBLE FOR ANY LIABILITIES ARISING OUT OF OR RELATED TO FALSE OR FRAUDULENT INFORMATION PROVIDED TO COMPANY BY USER OR ANY THIRD PARTY THAT IS ALSO A USER PURSUANT TO A SEPARATE AGREEMENT BETWEEN SUCH THIRD PARTY AND COMPANY.

6.3. Limitation of Liability.  IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL (INCLUDING LOST PROFITS) DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH ITS PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, EVEN IF THE AFFECTED PARTY HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES.  EXCEPT AS OTHERWISE SET FORTH UNDER THIS AGREEMENT, IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF EITHER PARTY AND ITS LICENSORS, SERVICE PROVIDERS AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THREE TIMES THE FEES ACTUALLY PAID BY CLIENT TO THE COMPANY PURSUANT TO THIS AGREEMENT DURING THE 12 MONTHS PRECEDING THE CLAIM. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.  USER AGREES TO ACCEPT THIS LIMITATION ON COMPANY’S LIABILITY AS PART OF A BARGAIN TO LOWER THE COST OF ACCESS TO THE SERVICES PROVIDED HEREIN, AND CLIENT USER UNDERSTANDS THE COST OF SUCH ACCESS WOULD BE SIGNIFICANTLY HIGHER WITHOUT THIS LIMITATION OF LIABILITY.

7. INDEMNIFICATION.

7.1 Mutual Indemnification.  Each party (“Indemnifying Party”) agrees to indemnify, defend and hold the other Party, its affiliates and their respective directors, officers, agents and employees (collectively, “Indemnified Party”) free and harmless from and against all claims, demands, obligations, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees (collectively, “Liabilities”), resulting from (i) the intentional or grossly negligent acts or omissions of Indemnifying Party, or (ii) third party claims arising out of this agreement.  Indemnifying Party shall undertake full responsibility for the defense of any claim brought by any person or entity for which indemnity is sought which, if true, would constitute a breach of Indemnifying Party’s representations, warranties or covenants under this Agreement.  Indemnifying party shall have no obligation to indemnify or defend Indemnified Party from or against any Liabilities resulting from Indemnified Party’s acts or omissions.

7.2 Indemnification Procedure. If any claim is asserted or any action or proceeding is brought for which a party to this Agreement may be entitled to indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing of such asserted claim or the institution of such action or proceeding; provided, however, that the Indemnified Party’s failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability it might otherwise have on account of this indemnity, except to the extent that the Indemnifying Party has been materially prejudiced by such failure to notify.  The Indemnifying Party may contest or settle any such claim on such terms as the Indemnifying Party may choose, provided that the Indemnifying Party will not have the right, without the Indemnified Party’s written consent, to settle any such claim if such settlement (i) arises from or is part of any criminal action, suit, or proceeding, (ii) contains a stipulation to, confession of judgment with respect to, or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnified Party, (iii) relates to any tax matters, or (iv) provides for injunctive relief, or other relief or finding other than money damages, which is binding on the Indemnified Party.  Such defense will be conducted at the Indemnifying Party’s sole cost and expense by attorneys retained by the Indemnifying Party and reasonably acceptable to the Indemnified Party, but the Indemnified Party will have the right to participate in such proceedings and to be separately represented by attorneys of its own choosing.  The Indemnified Party will be solely responsible for the costs of its separate representation, unless the parties agree that the interests of the Indemnified Party and the Indemnifying Party in the action conflict in such a manner and to such an extent as to require, consistent with applicable standards of professional responsibility, the retention of separate counsel for the Indemnified Party, in which case the Indemnifying Party shall pay for one separate counsel chosen by the Indemnified Party.  The Indemnifying Party and the Indemnified Party shall cooperate in determining the validity of any claim brought by a third party for any cost, expense, damage, or loss for which a claim of indemnification may be made under this Agreement.  Each party shall also use all reasonable efforts to mitigate its damages, losses, costs and expenses.

8. MISCELLANEOUS TERMS

8.1. Assignment.  User shall not assign, transfer, sublicense, or otherwise dispose of this Agreement (or any rights or benefits hereunder), in whole or in part, or delegate is obligations under this Agreement, in whole or in part, to any other person without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed; provided that:  (a) any such assignment/delegation with written consent does not release the assigning/delegating party from any of its obligations under this Agreement unless such written consent so states; and (b) the rights of any permitted assignee hereunder shall be subject to any and all set-offs, counterclaims and other comparable rights arising hereunder.  Any assignment/delegation of rights/obligations of any of this Agreement contrary to the above shall by null and void and of no force or effect.

8.2. Governing Law; Jurisdiction Venue; Disputes.  This Agreement is deemed to have been entered in the State of Delaware, and its interpretation, construction, and the remedies for enforcement or breach are to be applied pursuant to, and in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.  Venue and jurisdiction for any action or claim brought under this Agreement shall be in the courts with proper jurisdiction located in the State of Delaware, and the parties expressly submit themselves to the personal jurisdiction of such courts.

8.3. Irreparable Harm.  Each party acknowledges that any breach of its obligations with respect to Section 5 may cause the other party irreparable harm or injury for which there are inadequate remedies at law and that such other party may be entitled to equitable relief in addition to all other remedies available to it.  Each party agrees that, if a court of competent jurisdiction determines that such party has breached, or attempted or threatened to breach, its obligations pursuant to Section 5, the other party will be entitled to obtain appropriate injunctive relief and other measures restraining further, attempted or threatened breaches of such obligations.  Such relief or measures shall be in addition to, and not in lieu of, any other rights and remedies available to such aggrieved party.

8.4. Force Majeure.  The Company shall not be liable to the User for any delay or non-performance of its obligations hereunder in the event and to the extent that such delay or non-performance is due to a Force Majeure Event.  A “Force Majeure Event” is any event beyond the control of the Company which occurs after the Effective Date and which was not reasonably foreseeable at that time and whose effects are not capable of being overcome without reasonable expense or loss of time or both, including (without limitation) war, terrorism, civil unrest, blockades, boycotts, strikes, lock-outs and other general labor disputes, acts of government or public authorities, natural disasters, exceptional weather conditions, breakdown or general unavailability of transport facilities, accidents, fire, explosions and general shortages of energy, failures in external networks, defects or inefficiencies in User’s software, defects or inefficiencies in computer equipment or hardware of User, or any delay to the extent caused by the acts or omissions of User.

8.5. Parties in Interest.   Except as expressly provided in this Agreement, nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any persons other than the parties to this Agreement and their respective successors and assigns, nor shall any provision of this Agreement give any third persons the right to subrogation or action over or against any party to this Agreement.

8.6. Binding.  This Agreement shall be binding on the parties, their affiliates, parents, subsidiaries, successors, and permitted assigns (if any), and each party warrants that the undersigned representative of such party is authorized to execute this Agreement on behalf of such party.

8.7. Complete Understanding.  This Agreement constitutes the final, complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes any prior proposals, understandings and other agreements (as to all, written and oral) between the parties relating to the subject matter hereof.

8.8. Severability.  If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.

8.9. Waiver and Amendment.  The Company reserves the right to modify the terms and conditions of this Agreement from time to time without advance notice.  Your continued usage of the Services constitutes your acceptance of these terms. No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of any such right, power or remedy.

8.10. Independent Contractors.  The Company, and its personnel, contractors and agents, in their performance under this Agreement, are acting as independent contractors and not as employees or agents of the User.  Under no circumstance will either party have the right or authority to enter into any contracts or assume any obligations for the other or to give any warranty or make any representation on behalf of the other.

8.11. Notices.  Any notice provided pursuant to this Agreement shall be in writing and shall be deemed given (i) if by hand delivery, upon receipt thereof; (ii) if mailed or sent via electronic mail, three (3) days after deposit in the U.S. mails, postage prepaid, certified mail return receipt requested; or (iii) if by next day delivery service, upon such delivery.  All notices shall be addressed to the applicable party at its respective address as may be designated on notice to the other party pursuant these notice provisions.

TO COMPANY:  

TrustLayer, Inc. 
Attn: John Fohr, CEO

  1315 Oakfield Drive #1601

Brandon, Florida 33511

Email: legal@trustlayer.io

With a copy to:

Silicon Legal Strategy, PC

Attn: Andre Gharakhanian

201 Mission Street, Suite 800

San Francisco, California 94105

Email: trustlayer@siliconlegal.com

8.12. Cumulative Rights and Remedies.  The rights and remedies of the Company and User provided for under this Agreement are neither exclusive nor mutually exclusive, and the Company and User shall be entitled to resort to any such rights and remedies, or any other remedy available to the Company and User at law or in equity, or some or all in any combination, at each of their discretion.

8.13. Counterparts; Electronic/Facsimile Signatures.  This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall constitute a complete and original instrument but all of which together shall constitute one and the same agreement (notwithstanding that all of the parties are not signatories to the original or the same counterpart, or that signature pages from different counterparts are combined), and it shall not be necessary when making proof of this Agreement or any counterpart thereof to account for any other counterpart, and the signature of any party to any counterpart shall be deemed to be a signature to and may be appended to any other counterpart.  For purposes of this Agreement, a document (or signature page thereto) signed and transmitted by facsimile machine or other electronic means is to be treated as an original document.  The signature of any party on any such document, for purposes hereof, is to be considered as an original signature, and the document transmitted is to be considered to have the same binding effect as an original signature on an original document.  At the request of any party, any facsimile or other electronic signature is to be re-executed in original form by the party which executed the facsimile or other electronic signature.  No party may raise the use of a facsimile machine or other electronic means, or the fact that any signature was transmitted through the use of a facsimile machine or other electronic means, as a defense to the enforcement of this Agreement.

8.14. Rules of Usage.  In this Agreement, unless a clear intention appears otherwise:  (a) the singular number includes the plural number and vice versa; (b) reference to any person includes such person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Agreement, and reference to a person in a particular capacity excludes such person in any other capacity or individually; (c) reference to any gender includes each other gender; (d) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof; (e) reference to any law means such law as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder; (f) “hereunder,” “hereof,” “hereto,” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular section or other provision hereof; (g) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term; (h) “or” is used in the inclusive sense of “and/or”; (i) with respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding”; (j) references to documents, instruments or agreements shall be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto; (k) references to “person” or “persons” means an individual, corporation, limited liability company, partnership, trust, joint venture or other legal entity; (l) article and section headings herein are for convenience only and shall not affect the construction hereof; and (m) section and article references shall be deemed to refer to all subsections and sections thereof, unless otherwise expressly indicated.

8.15. Survival.  In addition to all other provisions which expressly survive termination/expiration of this Agreement, or whose context requires such survival, the following provisions shall specifically survive termination of this Agreement:  Sections 2.3, 2.5, 3, 4.3, 5, 6, 7, 8 and Schedule I.

SCHEDULE I

DEFINITIONS

“User Input Data” means information, data and other content, in any form or medium, that is collected, downloaded or otherwise received, directly or indirectly from a user by or through the Software Platform or that incorporates or is derived from the processing of such information, data or content by or through the Software Platform.

“User Systems” means the User ’s information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by User or through the use of third party services.

“Documentation” means all manuals, guidelines, reports, media and other documentation regarding the Services or any Intellectual Property of the Company which are provided in writing or electronic format by the Company to the User.

“Proprietary Information” means, with respect to Proprietary Information of the Company, confidential or proprietary information, processes and material of the Company relating to or associated with the Services that are conceived, made or possessed by the Company including without limitation:  plans, designs, performance specifications, marketing plans, algorithms, Intellectual Property, Intellectual Property Rights, ideas, inventions, formulas, techniques, and know how as well as any of the foregoing relating to the Services and the User Account (and each of their respective source codes) and the Documentation.