The Truss software-as-a-service Terms of Service (the “Terms of Service”, together with any attachments, exhibits, and/or addendums hereto, the “Agreement”) form an agreement between the customer accessing, downloading, installing or otherwise using (the terms “use” and “using” will refer to any of the foregoing) the Truss SaaS Services (as defined below) (such customer, the “Customer” or “you”) and Truss Holdings Ltd. (“Truss” or “we”), the supplier of the Truss SaaS Services, and is entered into on the earlier of the date Customer first uses any part of the Truss SaaS Services and the date Customer agrees to be bound by this Agreement (the “Effective Date”). Each of Truss and Customer shall individually be referred to as a “Party” and jointly as the “Parties”.
This Agreement sets forth the terms and conditions that govern the provision and use of: (a) the Truss SaaS Services for the digitization of business payments as described at https://www.trusspayments.com/; and (b) additional services made available by Truss in respect of the Truss SaaS Services.
BY USING THE TRUSS SAAS SERVICES (INCLUDING THE WEBSITE), CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 12(K). IF CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, CUSTOMER WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE TRUSS SAAS SERVICES. CUSTOMER REPRESENTS AND WARRANTS TO TRUSS THAT CUSTOMER HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF CUSTOMER IS USING THE TRUSS SAAS SERVICES ON BEHALF OF ANOTHER PERSON, CUSTOMER HEREBY REPRESENTS AND WARRANTS TO TRUSS THAT CUSTOMER HAS THE AUTHORITY TO BIND SUCH PERSON TO THIS AGREEMENT.
THE TRUSS SAAS SERVICES MAY NOT BE ACCESSED FOR PURPOSES OF MONITORING THEIR AVAILABILITY, PERFORMANCE OR FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSES.
TRUSS’S DIRECT COMPETITORS ARE PROHIBITED FROM ACCESSING THE TRUSS SAAS SERVICES, EXCEPT WITH TRUSS’S PRIOR WRITTEN CONSENT.
1. Truss SaaS Services
2. User Accounts
- In order to send and receive payments through the Truss SaaS Service, Customer must create an account (the “Customer User Account”). Customer may only create one Customer User Account and it is non-transferable. Customer agrees to provide accurate, current and complete information when creating a Customer User Account and to update such information as necessary to ensure it remains accurate.
- Customer will ensure that Permitted Users only use the Truss SaaS Services through the Customer User Account. Customer will not allow any Permitted User to share the Customer User Account with any other person. Customer will promptly notify Truss of any actual or suspected unauthorized use of the Truss SaaS Services. Truss reserves the right to suspend, deactivate, or replace the Customer User Account if it determines that the Customer User Account may have been used for an unauthorized purpose. Customer will ensure that all individual users of the Truss SaaS Services, including Permitted Users, are contractually bound to terms and conditions with Customer that are no less restrictive or protective of Truss’s rights than those set forth in this Agreement.
- In order for Truss to issue the Customer User Accounts, Truss will perform background verifications in order to comply with applicable laws, regulatory obligations, industry practices, and internal business purposes to limit fraud and manage risk. Such background verifications may include anti-money laundering, credit score and history and more general “know your client” information. By completing the account sign-up process, you consent to Truss’s background verifications for the purposes described above.
- Customer hereby consents to Truss conducting credit investigations from time to time at Truss’s discretion, including such requests for and exchange of information to and from consumer reporting agencies or credit grantors as it may require in relation to the Truss SaaS Services.
3. Linked Accounts
- Customer may link external accounts at third-party financial institutions (each a “Linked Account”) to enable Customer to make and receive payments through the Truss SaaS Services.
- Customer may link a Linked Account with Customer’s User Account by logging into Customer’s financial institution through the Services. Truss may also verify Customer’s control of the Linked Account by requiring Customer to submit proof of ownership of the Linked Account.
- All Linked Accounts must be with financial institutions in the United States. Truss may decline the use of any Linked Account that Truss believe may present a risk to Customer and/or Truss.
- When adding a Linked Account, Customer represents and warrants that the Linked Account is not a joint account, and that Customer is the sole owner of and has the right to access, use and authorize Truss and its Third Party Service Providers to use the Linked Account for information and funds transfer purposes.
- If Customer closes the Linked Account, Customer is responsible for removing it as an account eligible for the linking service to avoid any transaction failure and possible charges related to a failed transaction.
- Truss is not responsible for any acts or omissions by the external financial institution or other provider of any Linked Account, including, without limitation, any modification, interruption, or discontinuance of any Linked Account by such financial institution.
- CUSTOMER ACKNOWLEDGES AND AGREES THAT WHEN TRUSS AND OUR THIRD PARTY SERVICE PROVIDERS ARE EFFECTING A TRANSFER FROM OR TO CUSTOMER’S LINKED ACCOUNT, TRUSS AND OUR THIRD PARTY SERVICE PROVIDERS ARE ACTING AS CUSTOMER’S AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF ANY THIRD PARTY.
- CUSTOMER AGREES THAT TRUSS SHALL NOT BE LIABLE FOR ANY COSTS, FEES, LOSSES OR DAMAGES OF ANY KIND INCURRED AS A RESULT OF (1) TRUSS’S AND OUR THIRD PARTY SERVICE PROVIDERS’ ACCESS TO THE LINKED ACCOUNT; (2) TRUSS’S THIRD PARTY SERVICE PROVIDERS’ DEBIT AND/OR CREDIT OR INABILITY TO DEBIT AND/OR CREDIT THE LINKED ACCOUNT IN ACCORDANCE WITH CUSTOMER INSTRUCTIONS; (3) ANY INACCURACY, INCOMPLETENESS OR MISINFORMATION CONTAINED IN THE INFORMATION RETRIEVED FROM THE LINKED ACCOUNT; (4) ANY CHARGES IMPOSED BY THE FINANCIAL INSTITUTION OR ANY OTHER PROVIDER OF THE LINKED ACCOUNT AND (5) ANY FUNDS TRANSFER LIMITATIONS SET BY THE FINANCIAL INSTITUTION OR OTHER PROVIDER OF THE LINKED ACCOUNT.
4. Ownership; Reservation of Rights
6. Fees and Payment
- Fees. Unless otherwise agreed to in writing between the parties, all fees (“Fees”) identified at: https://www.trusspayments.com/pricing and the Business Deposit Agreement are in United States dollars. If Customer’s use of the Truss SaaS Services requires the payment of additional Fees pursuant to the terms of this Agreement, the Customer will be billed for such usage and Customer will pay the additional Fees in accordance with this Agreement.
- Platform Fees. Truss reserves the right to charge additional Fees (the “Platform Fees”) to payors using certain payment methods and otherwise in Truss’s sole discretion. The amount of any Platform Fees will be disclosed to the payor in advance of the payment being authorized and added to the total payment amount or charged separately. If the payor chooses to proceed with a payment that includes Platform Fees, such Platform Fees shall be for the sole account of Truss and shall not be payable to the payee. Platform Fees are non-refundable.
- Changes to the Fees. Truss reserves the right to change the Fees and institute new Fees upon notice to Customer.
- Chargebacks and Reversed Payments. In the event that Truss receives a chargeback, clawback or ACH return with Customer as recipient, Customer authorizes Truss to debit Customer’s payment method on file for the amount of the chargeback plus any associated fees or to withhold funds from future distributions. Payments may be invalidated and reversed by Truss if, among other reasons, Truss credited the payment to Customer in error, the funding transaction is declined or reversed, the payment was unauthorized or unfunded, or if the payment was for activities that violated these Terms of Service or any other agreement with Truss. As the sender or recipient of a payment that is later invalidated for any reason, Customer may be liable to Truss for the full amount of the payment and Truss may recover the amount of the payment (plus any fees) from Customer. Truss may recover the amount of the payment from either the sender or the recipient of an invalidated payment in our discretion (subject to applicable law). For example, if Customer sends a payment funded by a bank account and the bank informs Truss it cannot cover the payment due to a lack of funds or a dispute, Truss may hold Customer liable for the payment, or if Customer were the recipient of that payment, Truss may reverse that payment from Customer’s User Account to cover the liability. When recovering the amount of an invalidated payment from Customer, Truss may apply any money sent to Customer through the Truss Saas Services or withdraw the amount from Customer’s Linked Account. If Customer adds money to Customer’s User Account, Truss may apply that money to amounts owed. Truss may suspend Customer’s access to the Services while any unpaid liabilities remain outstanding.
- Late Payment. Customer may not withhold or setoff any amounts due under this Agreement. Without limiting Truss’s other rights, Truss may suspend Customer’s access to the Services, if Customer has not paid the applicable Fees within 30 days of the date that such Fees become due.
- Taxes. The Fees set out in this Agreement do not include applicable sales, use, gross receipts, value-added, excise, personal property or other taxes. Customer will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with this Agreement other than taxes based on the net income or profits of Truss.
- Suspension. Any suspension of the Services by Truss pursuant to the terms of this Agreement will not excuse Customer from its obligation to make payments under this Agreement.
7. Confidential Information
8. Warranty and Disclaimer
- Customer Warranty. Customer represents and warrants to and covenants with Truss that the Customer Data will only contain Personal Information in respect of which Customer has provided all notices and disclosures (including to each Permitted User), obtained all applicable third party consents and permissions, and otherwise has all authority, in each case as required by applicable laws, to enable Truss to provide the Truss SaaS Services, including with respect to the collection, storage, access, use, disclosure, processing and transmission of Personal Information, including by or to Truss and to or from all applicable third parties.
- GENERAL DISCLAIMER. TRUSS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE SERVICES (OR ANY PART THEREOF) AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY TRUSS TO CUSTOMER ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRUSS HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, TRUSS EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE SERVICES OR ANY SERVICES (OR ANY PART THEREOF), IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.
10. Limitation of Liabilities
The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:
- AMOUNT. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF TRUSS IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER FOR THE SERVICES IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL TRUSS’S THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
- TYPE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL TRUSS BE LIABLE TO CUSTOMER OR ANY PERMITTED USER FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (i) SAVINGS, (ii) PROFIT, (iii) DATA, (iv) USE, OR (v) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.
11. Term and Termination
- Term. A subscription to Truss SaaS Services will commence on the Effective Date and will continue in full force and effect until terminated by either Party pursuant to this Agreement (the “Term”).
- Termination by Truss. Truss may, at its discretion, terminate the Truss SaaS Services at any time by providing at least 30 days advance notice to Customer. Truss may in its discretion terminate this Agreement effective immediately upon delivery of notice of termination to Customer if: (i) Truss suspects or becomes aware of any fraudulent, illegal, or suspicious transactions; (ii) Customer ceases to process payments or otherwise use the Truss SaaS Services for a period of 366 days; or (iii) Customer breaches this Agreement, becomes insolvent, ceases to conduct business in the ordinary course, takes any step or proceeding available to Customer for the benefit of insolvent debtors, or is subject to a proceeding for liquidation, dissolution or winding up, or a receiver, receiver-manager, liquidator or trustee in bankruptcy.
- Termination by Customer. Customer may, at its discretion, terminate this Agreement by contacting Truss and requesting termination.
- Effect of Termination. Upon expiration or termination of this Agreement, Customer will immediately cease (and ensure that all Permitted Users immediately cease) accessing or using the Services (without right to refund of any Fees) and Customer shall delete or, if requested by Truss, return any Truss Property in its possession and certify in writing to the Truss that the Truss Property has been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle the Customer to any refund. All Fees due and payable and any amounts due to Truss are immediately due and are to be immediately paid by Customer to Truss. After termination, Truss will have no obligation to maintain or provide any Customer Data and will thereafter delete or destroy all copies of Customer Data in its systems or otherwise in its possession or control, unless legally prohibited. Notwithstanding the foregoing, Truss will not be required to remove any Customer Data maintained in accordance with its standard backup procedures or record retention policies until such time as such backups are scheduled to be deleted provided that in all cases Customer Data will continue to be protected in accordance with this Agreement.
- Survival. The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 4 (Ownership; Reservation of Rights), Section 5 (Privacy), Section 6 (Fees and Payment), Section 7 (Confidential Information), Section 8 (Warranty and Disclaimer), Section 9 (Indemnities), Section 10 (Limitation of Liabilities), Section 11(e) (Survival), and Section 12 (General Provisions).
12. General Provisions
- Notices. Notices sent to either Party will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. Notices must be sent: (i) if to Truss, to the following Truss’s address and email contact:
- 2261 Market St #4415, San Francisco, CA 94114
- and (ii) if to Customer, to the current mailing or email address that Truss has on file with respect to Customer. Truss may change its contact information by posting the new contact information on the Website or by giving notice thereof to Customer. Customer is solely responsible for keeping Customer’s contact information on file with Truss current at all times during the Term.
- Assignment. Customer may not assign this Agreement to any third party without Truss’s prior written consent. Any purported assignment or delegation by Customer in violation of this Section will be null and void. Truss may assign this Agreement or any rights under this Agreement to any third party without Customer’s consent. This Agreement enures to the benefit of and is binding upon the Parties and their respective successors and permitted assigns.
- Governing Law. This Agreement and any action related thereto will be governed by and construed in accordance with the laws of the State of Delaware and any applicable federal laws of the United States, without regard to conflicts of law principles. Each of the parties hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction in the Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware, for any action, proceeding or investigation in any court or before any governmental authority. This choice of jurisdiction does not prevent Truss from seeking injunctive relief with respect to a violation of Intellectual Property Rights or confidentiality obligations in any appropriate jurisdiction.
- Export Restrictions. Customer will comply with all export laws and regulations that may apply to its access to or use of the Truss SaaS Services. Truss makes no representation or warranty that the Truss SaaS Services may be exported without Customer first obtaining appropriate licenses or permits under applicable law, or that any such license or permit has been, will be, or can be obtained.
- Construction. Except as otherwise provided in this Agreement, the Parties’ rights and remedies under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. The terms “consent” or “discretion” mean the right of a Party to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the other Party.
- Force Majeure. Neither Party will be liable for delays caused by any event or circumstances beyond that Party’s reasonable control (except for a failure by Customer to pay Fees or Customer’s indemnities under this Agreement), including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving that Party’s employees), Internet service failures or delays, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third-party websites (“Force Majeure”). For clarity, a Force Majeure event shall not excuse the Customer from its failure to pay Fees or Customer’s indemnities under this Agreement.
- Severability. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.
- Waiver. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
- Independent Contractors. Truss’s relationship to Customer is that of an independent contractor, and neither Party is an agent or partner of the other. Neither Party will have, and neither Party will represent to any third party that it has, any authority to act on behalf of the other Party.
- Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications between the Parties, whether written or oral.
- Amendments. No amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby. NOTWITHSTANDING THE PRECEDING SENTENCE, TRUSS MAY UNILATERALLY AMEND THIS AGREEMENT, IN WHOLE OR IN PART (EACH, AN “AMENDMENT”), BY GIVING CUSTOMER PRIOR NOTICE OF SUCH AMENDMENT OR POSTING NOTICE OF SUCH AMENDMENT ON THE WEBSITE. UNLESS OTHERWISE INDICATED BY TRUSS, ANY SUCH AMENDMENT WILL BECOME EFFECTIVE AS OF THE DATE THE NOTICE OF SUCH AMENDMENT IS PROVIDED TO CUSTOMER OR IS POSTED ON THE WEBSITE (WHICHEVER IS THE EARLIER).
- “Aggregated Data” has the meaning in Section 4(a)(iii).
- “Agreement” has the meaning in the preamble.
- “Amendment” has the meaning set out in Section 12(k).
- “Confidential Information” has the meaning set out in Section 7(a).
- “Customer Data” means any data, information, content, records, and files that Customer or any Permitted User loads or enters into, transmits to, or makes available to the Truss SaaS Services, including but not limited to Personal Information, excluding Aggregated Data and any other Truss Property.
- “Customer User Account” has the meaning set out in Section 2(a).
- “Discloser” has the meaning set out in Section 7(a).
- “Feedback” has the meaning set out in Section 4(c).
- “Fees” has the meaning set out in Section 6(a).
- “Force Majeure” has the meaning set out in Section 12(f).
- “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
- “Linked Account” has the meaning set out in Section 3(a).
- “Loss” or “Losses” means any and all losses, damages, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
- “Truss SaaS Services” means: (i) the services provided by Truss under this Agreement that are detailed on Truss’s website available at https://www.trusspayments.com/; and (ii) any component or Modification of the services referred to in (i).
- “Truss Property” has the meaning set out in Section 4(b).
- “Modifications” means modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and “Modify” has a corresponding meaning.
- “Party” has the meaning set out in the preamble.
- “Permitted User” means those employees, agents and independent contractors of Customer who are authorized by Customer to use the Truss SaaS Services through Customer’s User Account.
- “Personal Information” means information about an identifiable individual.
- “Recipient” has the meaning set out in Section 7(a).
- “Services” means the products and services that are ordered by Customer and made available online by Truss, including Truss SaaS Services.
- “Term” has the meaning set out in Section 11(a).
- “Terms of Service” has the meaning set out in the preamble.
- “Third-Party Products” has the meaning set out in Section 1(g).
- “Website” means any websites used by Truss to provide the Truss SaaS Services, including the website located at https://www.trusspayments.com/.
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