Terms of Service

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These Terms of Service (these “Terms”) are between you (“You”, “Your”, and “Yourself”) and Tromml, a North Carolina LLC, with a principal address at [ADDRESS] (“Company”, “We”, “Us”, and “Our”). These Terms govern Your access to and use of services acquired by You at www.tromml.com (the “Website”)(collectively, the “Services”). These Terms will commence on the date of your initial access to the Services and continue until the earlier of: (i) termination in accordance with Section 11, or (ii) non-renewal in accordance with Section 5.

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By using the Services in whole or in part, You agree to be bound by these Terms, and if You disagree, You do not have the right to access or use the Services. If You are accepting these Terms on behalf of a company or other legal entity, You represent that You have the authority to bind such entity to these Terms, in which case the terms “You”, “Your” and “Yourself” shall refer to such entity.

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Your use of or access to the Services in accordance with these Terms (“Subscription”) are also governed by Our privacy policy found at www.tromml.com/legal/privacy-policy (“Privacy Policy”) [and Our data processing agreement (“Data Processing Agreement”). The Services are offered and available to users who are 18 years of age or older and reside in the United States or any of its territories or possessions. If You are under 18 and at least 13 years of age, You are only permitted to use the Services through an account owned by Your parent or legal guardian with their appropriate permission. If You are under 13, You are not permitted to use the Services.

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We may in Our discretion change these Terms, Privacy Policy, [Data Processing Agreement,] and/or any aspect of the Services, without notice to You. If You do not agree to any changes, You must cancel Your Subscription.

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1. Definitions

1.1 “Aggregated Statistics” mean data and information related to Your use of the Services that is used by Us in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services and for Our commercial purposes.

1.2 “Confidential Information” means any information disclosed to a party by the other party concerning the business and/or affairs of the other party, including but not limited to information relating to a party’s operations, technical or commercial know-how, specifications, inventions, processes or initiatives, plans, product information, pricing information, know-how, designs, trade secrets, software, documents, data and information which, when provided by one party to the other: a) are clearly identified as “Confidential” or “Proprietary” or are marked with a similar legend; b) are identified as confidential information at the time of disclosure and confirmed as confidential information in writing within a reasonable period of time after disclosure; or c) a reasonable person would understand to be confidential or proprietary at the time of disclosure.

1.3 “Customer Data” means any data and information provided by You to Us and/or input, uploaded and/or shared by You for the purpose of using the Services.

1.4 “Data Protection Laws” means all applicable laws, rules, regulations, decrees, or other enactments, orders, mandates, or resolutions relating to privacy, data security, and/or data protection, and any implementing, derivative or related legislation, rule, and regulation as amended, extended, repealed and replaced, or re-enacted, as well as any applicable industry self-regulatory programs related to the collection, use, disclosure, and security of Personal Data.

1.5 “Documentation” means the then-current product description of the applicable Services, as made available by Us on the Website and incorporated herein by reference.

1.6 “Feedback” means any feedback regarding Our Services, products, business or development plans, or technology roadmaps, including, without limitation, comments or suggestions regarding the possible creation, modification, correction, improvement or enhancement of the Services or other products.

1.7 “Intellectual Property Rights”: rights in patents, utility models, trademarks, service marks, trade names, other trade-identifying symbols and inventions, copyrights, design rights, database rights, rights in know-how, trade secrets and any other intellectual property rights, anywhere in the world, whether registered or unregistered, and including applications for the grant of any such rights.

1.8 “Malware” means any program or device (including any software, code or file) which is intended to prevent, impair or otherwise adversely affect the access to or operation, reliability or user experience of any computer software, hardware or network, telecommunications service, equipment or network or any other service or device, including without limitation worms, trojan horses, viruses, ransomware, trap doors and other similar malicious devices.

1.9 “Personal Data” means any data and information that: (i) directly or indirectly identifies an individual (including, for example, names, signatures, addresses, telephone numbers, email addresses and other unique identifiers); or (ii) can be used to identify or authenticate an individual.

1.10 “Representatives” mean a party and its employees, officers, directors, advisers, agents and subcontractors.

1.11 “Subscription Fees” mean the Fees payable for access to the Services as set out in the Website.

1.12 “Subscription Term” means the period of time You pay for access to and use of the Services.

1.13“Taxes” mean all direct or indirect taxes, levies, duties, or similar governmental assessments, including without limitation, any sales, use, value-added, withholding, or similar taxes.

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2. Our Obligations. During Subscription Term and subject to these Terms and any limitations specified on the Website at the time of Your purchase, We shall make the Services available to You in accordance with Documentation.

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3. Your Primary Obligations. In connection with these Terms, You shall: (i) be responsible for Your compliance with these Terms; (ii) comply with all applicable laws in connection with Your performance under these Terms; (iii) use commercially reasonable efforts to prevent any unauthorized access to or use of the Services and promptly notify Us in the event of any such unauthorized access or use; and (iv) obtain any legally-necessary consents and/or provide required privacy notices to any party whose Personal Data You input into the Service or otherwise provide Us.

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4. Access and Use.

4.1 Provision of Access. Subject to these Terms, and except as otherwise permitted in the Documentation, during the Subscription Term, You may access to and use of the Services solely for Your internal purposes in accordance with the limitations specified on the Website and not for the benefit of any third parties. You will be entitled to copy Documentation and materials accompanying the Service as may reasonably be required for Your internal purposes.

4.2 Use Restrictions. In connection with these Terms, You shall not: (i) use the Services for the benefit of anyone other than Yourself, unless expressly stated otherwise in the Website or Documentation; (ii) copy, modify or create derivative works of the Services or Documentation, in whole or in part; (iii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer or otherwise make available the Services or Documentation; (iv) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (vi) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law. (vii) upload, input, access, store, distribute or transmit any Malware.

4.3 Suspension. Any use of the Services in breach of this Section 3 and Section 4 may result in: (i) termination for breach in accordance with Section 11, or (ii) the immediate suspension of the Services if, in Our sole and absolute discretion, such use threatens the security, integrity or availability of the Services. We shall promptly notify You of any such suspension. Where reasonable to do so, We shall (a) provide such notification in advance and (b) work with You in good faith to cure the breach prior to suspending Your access.

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5. Fees and Payment

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5.1 Subscription Fees are non-cancelable and, except as specifically stated herein, non-refundable once Services are ordered. Subscription Fees and Taxes are due upfront at the time of purchase.

5.2 Unless You notify Us before a charge that You want to cancel Your Subscription or do not want to auto-renew, You understand Your Subscription for the Services will automatically renew for the same period of time as Your initial purchase and You authorize Us (without notice to You, unless required by applicable law) to collect the applicable Subscription Fee and any Taxes using any eligible payment method We have on record for You. If all eligible payment methods We have on file for You are declined for payment of the renewal Subscription Fees, You must provide Us a new eligible payment method promptly or You will be denied access to the Services. If You provide Us with a new eligible payment method and are successfully charged, Your Subscription Term will be based on the original renewal date and not the date of the successful charge.

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6. Intellectual Property Rights.

6.1 Reservation of Rights. We reserve all rights not expressly granted to You in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel or otherwise, to You or any third party any Intellectual Property Rights or other right, title or interest in or to the Services or Documentation.

6.2 Aggregated Statistics. Notwithstanding anything to the contrary in these Terms, We may monitor Your use of the Services and collect and compile Aggregated Statistics. As between You and Us, all right, title and interest in Aggregated Statistics, and all Intellectual Property Rights therein, belong to and are retained solely by Us. You acknowledge that We may compile Aggregated Statistics based on Customer Data. You agree that We may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law.

6.3 Personal Data. We shall use and disclose Personal Data only for the purposes for which You provide the Personal Data, or access to it, pursuant to these Terms, and not use or otherwise disclose or make available Personal Data for Our own purposes without Your prior written consent, unless required by applicable law. Notwithstanding the foregoing, We may aggregate, de-identify or anonymize Personal Data and use such aggregated, de-identified, or anonymized data, which shall no longer be considered Personal Data and shall instead be considered Aggregated Statistics, in accordance with Section 6.2 of these Terms. We shall be responsible for any unauthorized creation, collection, receipt, transmission, access, storage, disposal, use or disclosure of Personal Data under its control or in its possession.

6.4 Your Feedback. To the extent You provide Feedback, You hereby grant Us a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate such Feedback for any legitimate business purpose without restriction. We are under no obligation to use Feedback.

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7. Confidentiality. Except as expressly authorized herein, each party will hold in confidence and not disclose any Confidential Information of the other party except: (i) to its Representatives who have a need to know such information for purposes of performing under these Terms and who agree in writing to keep the information confidential on terms no less restrictive than those contained in these Terms; (ii) as permitted in writing by the other party; (iii) to the extent required under applicable law or regulation after giving the disclosing party (if legally allowed) an opportunity to seek legal protection or otherwise prevent or limit disclosure of the Confidential Information; or (iv) to the extent such Confidential Information becomes public through no fault of the receiving party. The parties will ensure that their Representatives comply with these Terms and will be responsible for any unauthorized use or disclosure of Confidential Information by such Representatives.

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8. Data Protection and Customer Data.

8.1 In the performance of Our obligations to You under these Terms, We shall maintain reasonable and appropriate administrative, physical, organizational and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, including but not limited to measures designed to protect against the unauthorized access to or disclosure of Customer Data.

8.2 [If in the course of providing the Services We process any Personal Data contained in Customer Data, the Data Processing Agreement shall apply to such processing.]

8.3 Each party shall, in connection with the exercise of its rights and the performance of its obligations under these Terms, comply with all applicable Data Protection Laws.

8.4 Customer Data is available to You for export or download at any time during the Subscription Term.

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9. Warranties; Waiver of Support and Liability.

9.1 If You are a paying subscriber to the Services, We warrant that during the applicable Subscription Term the Services will substantially perform as specified in Documentation when used in accordance with these Terms. Our sole liability (and Your exclusive remedy) for any breach of the foregoing warranty shall be to correct the nonconformity or provide You with a functionally equivalent replacement. If We cannot reasonably make such correction or substitution, as determined in Our sole discretion acting in good faith, We will refund You any prepaid fees covering the remainder of the then-current Subscription Term for the nonconforming Service and terminate Your access to and use of the affected Service for which You have received the refund. Except as expressly provided herein, the Services are provided “as-is” without warranty of any kind, express, implied, statutory or otherwise.

9.2 We shall have no support or indemnification obligations or liability of any kind with respect to the Services (whether arising out of breach of contract, tort or otherwise). where such exclusion of liability is prohibited under applicable law, Our total aggregate liability shall not exceed $1,000.00, which the parties agree is a fair and reasonable amount.

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10. Indemnification. You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to Your violation of these Terms or Your use of the Services, including, but not limited to, any use of the Services' content, services, and products other than as expressly authorized in these Terms, or

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Your use of any information obtained from the Services.

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11. Termination.

11.1 We are entitled to integrate technical features into the Services which allow Us to verify Your compliance with these Terms. Without prejudice to any other rights or remedies to which We may be entitled, We may terminate Your Subscription without liability to You at any time with immediate effect upon written notice if You are in breach of these Terms and, in the case of a breach which is capable of remedy, You fail to remedy such breach within thirty (30) days of notice of the breach.

11.2 Notwithstanding the foregoing section 11.1, We reserve the right to terminate Your Subscription without cause and at any time by giving prior written notice to You. Such termination will be effective on the date stated in the notice. In such event, We will refund You any prepaid fees covering the remainder of the then-current Subscription Term.

11.3 Upon the effective date of termination for any reason, You shall immediately cease any and all use of the Services and destroy (or at Our request return) any of Our Confidential Information related hereto.

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12. Export. The Services (and derivatives thereof) may be subject to export laws of the United States and other jurisdictions. You will not and will not allow any third party to: (i) export, re-export or transfer any part of the Services to countries, persons or entities prohibited by export laws of the United States and other jurisdictions or (ii) permit access to or use the Services in or from a U.S.-embargoed country or region. We may block, restrict, limit or suspend access to the Services by anyone that is subject to any applicable sanctions or embargoes.

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13. Governing Law. Excluding conflict of laws rules, these Terms shall be governed by the laws of state of North Carolina and the parties submit to exclusive jurisdiction of the courts located in North Carolina. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act, as currently enacted by any jurisdiction or as may be codified or amended from time to time by any jurisdiction, do not apply to these Terms. In the event of a conflict between any mandatory statutory law in the country where You are domiciled and the provisions of these Terms, the statutory law shall prevail, but only to the extent: (i) such statute is directly applicable to You and to the Services, and (ii) the parties are legally unable to contractually deviate from such statute(s) in these Terms.

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14. Arbitration. At Our sole discretion, We may require You to submit any disputes arising from these Terms of Service or use of the Services, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying North Carolina law.

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15. General.

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15.1 Subcontractors. We may subcontract all or part of the Services to qualified third parties specified and as otherwise agreed by You in writing. We remain liable for any subcontractors used in the performance of Our obligations under these Terms.

15.2 Independent Contractors. The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, employment or any such similar relationship between You and Us.

15.3 Reference Customer. You agree that We may disclose You as a customer of Ours and use Your name and logo on the Website and in Our promotional materials.

15.4 Third Party Beneficiaries. Nothing in these Terms is intended to, nor shall create, any right enforceable by any third party not a party to these Terms. The consent of a third party shall not be required for the amendment, variation or termination of these Terms.

15.5 Entire Terms and Amendments. These Terms, as may be updated from time-to-time and posted at www.tromml.com/legal/terms-of-service, constitutes the entire terms between the parties regarding Your use of and access to the Services and supersedes all prior and contemporaneous terms, agreements, proposals and representations, whether written or oral, concerning the subject matter hereof.

15.6 Severability. If any court of competent jurisdiction finds any provision of these Terms to be invalid, unenforceable or illegal, such provision shall be severed from these Terms, but the other provisions of these Terms shall remain in full force and effect.

15.7 Waiver. No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. No waiver by the Company of any term or condition set out in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.

15.8 Force Majeure. Neither party shall be in breach of its obligations under these (other than payment obligations) or incur any liability to the other party for any delay or failure to perform its obligations hereunder if and to the extent such delay or nonperformance is caused by a Force Majeure Event. The party affected by the Force Majeure Event shall: (i) promptly inform the other party of such delay or nonperformance; (ii) use commercially reasonable efforts to avoid or remove the underlying cause of the delay or nonperformance; and (iii) resume performance hereunder as soon as reasonably practical following the removal of the Force Majeure Event.

15.9 Notices. All notices hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, or (ii) two business days after sending by email. E-mails to Us shall be directed to Our [POSITION (example: Chief Legal Officer)] at [EMAIL ADDRESS], and emails to You shall be sent to the email address You provided in the Portal.

15.10 Surviving Provisions. The terms which by their nature are intended to survive termination or expiration of these Terms shall survive any such termination and expiration.

15.11 Language. Regardless of any language into which these Terms may be translated, the official, controlling and governing version of these Terms shall be exclusively the English language version.

15.12 Assignment. Notwithstanding anything to the contrary in these Terms, the Company may assign these Terms and/or any order forms or other agreements between You and the Company, and any or all of its rights and obligations hereunder and/or thereunder: (i) pursuant to a merger, corporate reorganization or sale of all or substantially all of its assets; or (ii) to any parent company, subsidiary, or affiliate of the Company.

Contact Information.

Person/Point of Contact: Lauren Mccullough

Address: 201 W. Main Street Durham, NC 27707

Phone: 7405039508

Email: lauren@tromml.com