Terms of Service
THIS TERMS OF SERVICE AGREEMENT (“TSA”) CONSTITUTES A BINDING AGREEMENT MADE BETWEEN TRELLIS CORPORATION (“TRELLIS”) AND YOU (“YOU” OR “CUSTOMER”), AND GOVERNS YOUR USE OF AND ACCESS TO, THE SERVICES (AS DEFINED IN SECTION 1 BELOW). YOU SHOULD READ THIS TSA CAREFULLY BEFORE USING THE SERVICES. YOU ACKNOWLEDGE THAT YOU HAVE HAD THE OPPORTUNITY TO BOTH REVIEW THIS TSA AND TO CONSULT LEGAL COUNSEL PRIOR TO ACCESSING OR USING THE SERVICES. IF YOU DO NOT AGREE TO THE TERMS OF THIS TSA, DO NOT USE THE SERVICES OR COMPLETE THE ACCOUNT REGISTRATION FORM. THIS AGREEMENT IS EFFECTIVE IMMEDIATELY UPON THE FIRST TO OCCUR OF: (I) ORDER FORM EXECUTION; (II) YOUR COMPLETION OF THE ACCOUNT REGISTRATION FORM; (III) ONBOARDING; OR (IV) FIRST USE OF THE SERVICES. IF YOU ARE ACTING ON BEHALF OF A CORPORATE CUSTOMER, YOU REPRESENT THAT YOU HAVE FULL LEGAL AUTHORITY TO BIND THE CUSTOMER. TRELLIS RECOMMENDS THAT YOU PRINT A COPY OF THIS TSA FOR YOUR RECORDS AND FUTURE REFERENCE.
PLEASE NOTE THAT SUBSCRIPTIONS TO THE SUBSCRIPTION SERVICES (AS DEFINED IN SECTION 1 BELOW) AUTOMATICALLY RENEW FOR TERMS OF THE SAME LENGTH OR, IF APPLICABLE, WILL START AUTOMATICALLY ON EXPIRY OF A PAID TRIAL AND YOUR CREDIT CARD ON FILE WILL BE CHARGED FOR THE SUBSCRIPTION TERM AT TRELLIS’ THEN-CURRENT FEE FOR SUCH SERVICES UNLESS YOU OPT-OF THE AUTO-RENEWAL OR TERMINATE IN ACCORDANCE WITH SECTION 2.2 PRIOR TO THE EXPIRY OF THE THEN CURRENT TERM OR PAID TRIAL.
1. Definition
TRELLIS will provide the Services for the Fees as specified in an Order. An “Order” means the online order specifying the Services to be provided by TRELLIS. By submitting or entering into an Order, Customer agrees that such Order shall be considered a part of this TSA and further agrees to be bound by all terms and conditions of this Agreement. To the extent that an Order conflicts with the terms of this TSA, this TSA shall prevail. “Service” or “Services” refers to the Subscription Services and/or Professional Services. “Subscription Services” means the standard, web-based software-as-a-service services offered on a self-serve or managed-service basis which are subscribed to by Customer pursuant to an Order, and which include access to and use of the TRELLIS Platform. “TRELLIS Platform” means TRELLIS proprietary technology and intellectual property (whether owned by TRELLIS or licensed to TRELLIS by a third party) including, without limitation, the Subscription Services, software, application programming interface, user interface designs, architecture, class libraries, documentation, know-how and trade-secrets, and any modifications or derivative works. “Professional Services” means the configuration, deployment, development assistance, testing, training and/or consulting activities provided by TRELLIS for the fees set out in such Order.
2. Subscription Services
2.1 General
During the applicable Subscription Term, TRELLIS will make the Subscription Services available to Customer, and hereby grants Customer the right to permit its employees and contractors doing work for Customer (“Users”) to use the Subscription Services for its internal business purposes in accordance with this TSA. The Subscription Services are provided on the basis of resources and capacity that provide performance in accordance with industry norms for typical demand and other applicable restrictions. From time to time throughout the Subscription Term, and at no additional charge to Customer, TRELLIS may make changes and/or improvements to the Subscription Services in order to enhance the Subscription Services and/or remedy any issues. “Subscription Term” means the length of the time to which the Customer is provided access to the Subscription Services as specified in the Order.
2. Trials
If offered by TRELLIS, You may access and use the Subscription Services on a paid trial basis for the period specified by TRELLIS (the “Trial Period”). Prior to expiry of a Trial Period, you may cancel your subscription by notifying us by email to [email protected]. If you do not cancel, your subscription will automatically convert into a full Subscription Term and TRELLIS will charge your credit card on file (if applicable). If you have not provided a credit card on file and your Trial Period expires, you will have a 72-hour grace period in which you can pay for a full Subscription Term. If you cancel during the Trial Period or your use of the Subscription Services is not converted into a full Subscription Term (e.g. by reason of non-payment), TRELLIS will suspend all provision of services and your access to and ability to use the TRELLIS Platform will terminate. TRELLIS reserves the right to archive advertisements which means that campaigns conducted through the TRELLIS Platform will no longer be visible on your Supported Marketplaces account.
3. Third Party Marketplace Advertisements
The third party marketplaces and platforms that are supported by TRELLIS for running advertisements through the TRELLIS Platform will be indicated in the customer portal “collectively the “Supported Marketplaces”).
3. Related Entities
A Customer may provide a Related Entity with access to the Services, provided that Customer remains solely liable for the Related Entities’ use of the Services in accordance with this TSA, including the payment for all orders that the Customer or the Related Entity may submit in connection with such access. A “Related Entity” is a separate legal entity that is controlled by, is under common control with, or controls Customer.
4. Monitoring of Usage
Customer understands that TRELLIS may monitor activity on the Subscription Services. Upon request, Customer agrees to provide TRELLIS with available records or other relevant evidence of compliance with this TSA. TRELLIS or its designated independent representative may conduct on-site audits of Customer’s systems and/or records to verify compliance with this Agreement, but any such audit shall be limited to an examination of those records and/or portions of Customer’s system that are relevant to determining use of TRELLIS’s Services. Any audits shall be conducted during Customer’s regular business hours upon reasonable notice. Customer agrees to cooperate with such audits and understands that such audits may result in additional subscription fees, which are effective and will be invoiced as of the time of the change.
5. Technical Support
TRELLIS will provide reasonable support for the Subscription Services by request to [email protected]. For greater certainty, TRELLIS shall provide basic support to Customer’s users, at no additional charge; and (iii) use commercially reasonable efforts to make the Service available twenty-four (24) hours a day, seven (7) days a week, except for: (a) planned downtime (of which TRELLIS shall give at least eight (8) hours’ notice via the Service and which TRELLIS shall schedule to the extent reasonably practicable during the weekend hours from 6:00 p.m. Eastern Standard Time Friday to 3:00 a.m. Eastern Standard Time Monday); or (b) any unavailability caused by circumstances beyond TRELLIS’ reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving TRELLIS employees), computer, telecommunications, Internet service TRELLIS or hosting facility failures or delays involving hardware, software or power systems not within TRELLIS’ possession or reasonable control, and denial of service attacks.
6. Professional Services
TRELLIS will provide the Professional Services described in an Order. Unless otherwise set forth in an Order, all Professional Services shall be deemed accepted as rendered.
7. Third-Party Marketplace Limitations
Certain features that TRELLIS offers in the Subscription Services depend on data provided by Supported Marketplaces and other sources. It is possible that TRELLIS may need to change or reduce functionality as a consequence of changes to the data made available by the applicable Supported Marketplace. If such a change is required and such change significantly impedes the Customer’s ability to use the Subscription Service, Customer will be entitled to terminate the applicable Subscription Service and receive a pro-rata refund of fees paid for the remainder of the Subscription Term.
8. Customer Content
Any media content (eg. images or videos) owned by Customer “Content will remain and Customer’s intellectual property. Customer hereby permits TRELLIS to use all such Content in connection with TRELLIS’ provision of the Services. Customer is responsible for all Content, including the content that it uploads to the TRELLIS Platform and for ensuring it has the requisite rights to the Content to permit TRELLIS to provide the Services. Customer acknowledges that in some cases, Content may be propagated to advertising networks or other marketing platforms of Supported Marketplaces at Customer’s instruction. In these cases, Content will be subject to the terms and rules of those platforms, and it is the Customer’s responsibility to ensure that it does not violate any content guidelines of those sites. TRELLIS assumes no responsibility for any issues that may arise as a result of Content uploaded or shared to other platforms via the Services. Further, Customer shall indemnify TRELLIS against any loss, damage or reasonable costs incurred in connection with claims made or brought against TRELLIS by a third party alleging that any such Content infringes the intellectual property rights of the third party.
9. Customer Data and License
Customer shall provide to TRELLIS all the data necessary for performance of the Services as specified by TRELLIS (collectively the “Customer Data”) and hereby grants TRELLIS the right to use and access the Customer Data for the purpose of providing the Services. Customer agrees that TRELLIS may collect and use the Customer Data processed, stored or otherwise gathered as part of or through the Services during the Term, and at any time thereafter, to improve its products, proactively advise its customers of any observed trends or issues, provide customized services or technologies to Customer or other customers, or otherwise in connection with its business provided it does not disclose this information in a form that identifies Customer or any end user. The Customer Data supplied by the Customer for analysis may not violate any laws or infringe on the rights of third parties, and Customer shall obtain and keep in effect all required consents for the Customer Data. In the event of a violation, TRELLIS may suspend and/or terminate the Customer’s access to the Subscription Service, and TRELLIS will be relieved of its obligations to the extent that they are affected by Subscriber’s failure to promptly obtain any required consents.
10. Delivery of Data
The Customer Data will usually be delivered by connecting the advertising and or retail accounts of the Customer (e.g. Amazon MWS, Amazon SP-API, Amazon Seller Central, Amazon AMS, Amazon Advertising API, Walmart Marketplace API, Walmart Connect API) to the Customer’s organization account on the Subscription Service via an application programming interface (API). This linking will give the Subscription Service access to the available advertising and/or retail sales Data to allow its analysis. Once an account has been connected to the Subscription Service, advertising and retail sales Data will be synced to TRELLIS databases on an ongoing basis, regardless of whether the Customer is currently a paid subscriber, until such time that the Customer revokes API access or that the Customer requests the deletion of their account.
11. Acceptable Use Policy
Customer may access and use the Subscription Services only in accordance with this TSA and other applicable terms of use specified in an Order. Without limiting the foregoing, Customer will comply, and shall ensure that each User complies, with the terms and conditions of this Section. The Customer must not use the Subscription Services in the following manner: (i) in a way prohibited by law; (ii) to violate the rights of third parties; (iii) to try to gain unauthorized access to or disrupt any service, device, data, account or network; (iv) to spam or distribute malware, and Customer shall ensure that no viruses, worms, Trojan horses, time bombs, cancel bots or any other harmful, damaging or destructive programs or content are transmitted or caused to be transmitted by or on behalf of the Customer through the use of the Subscription Services; (v) in a way that could otherwise harm the Subscription Services or impair anyone else’s use of it; or (vi) in any application or situation where failure of the Subscription Services could lead to the death or serious bodily injury of any person, or to severe physical or environmental damage. In addition, the Customer may not, nor enable others to: (a) use the Subscription Services in such a manner that prevents or disrupts other computer communications, or prevents or disrupts the equipment employed in order to provide and use the Subscription Services; (b) disable, tamper with, or otherwise attempt to circumvent any billing mechanism that meters Customer use of the Subscription Services, nor force any electronic barriers or locks which have been adapted for the purpose of protecting the Subscription Services; (c) rent, lease, lend, resell, transfer, pledge, sublicense or otherwise exploit or encumber the Subscription Services, or otherwise make available any portion thereof to or for third parties for any purpose (including without limitation for use by such third party in its business operations) whether in the operation of a service bureau, sourcing, subscription or time-sharing arrangement, rental, software as a service or outsourcing context, or otherwise; (d) perform or have performed any performance or benchmarking tests of any portion of the Subscription Services; or (e) otherwise act in any way that would negatively impact any rights of TRELLIS in the Subscription Services, or that would deprive TRELLIS, in whole or in part, of any fees to which it is entitled. Customer agrees to comply with all reasonable requests by TRELLIS to protect the respective rights of TRELLIS in the Subscription Services. In the event of a breach or suspected breach of any of the foregoing prohibitions, in addition to other rights and remedies, TRELLIS reserves the right to suspend Services to Customer, if reasonable necessary to prevent harm to TRELLIS, Customer, other customers and/or TRELLIS’s partners, vendors and suppliers with such notice as may be reasonable in the context of the prospective harm.
12. Compliance with Laws
Customer must comply with all laws applicable to its use of the Services, including laws related to privacy, export control, data protection and confidentiality of communications. Customer is responsible for implementing and maintaining privacy protections and security measures for components that the Customer provides or controls, and for determining whether the Services are appropriate for storage and processing of information subject to any specific law or regulation.
13. Fees, Currency and Expenses
13.1. Fees
Fees, pricing metrics and any special usage rights or limits for each Service are listed on the Order. Renewal fees are listed on invoices and may vary each year. Prior to any Service renewal period, TRELLIS may propose pricing metric changes. All dollar amounts referred to in this Agreement are in United States Dollars (USD) unless otherwise set forth in the Order.
13.2. Payment for Services
TRELLIS will invoice Customer as outlined in the Order, for any Services fees due. Service fees do not include taxes and Customer is responsible for all applicable taxes. Except as otherwise specified in this TSA, all payments are non-refundable.
13.3. Pre-authorized Payment
By providing a credit card to TRELLIS as part of Customer account set-up for pre-authorized payments, Customer authorize TRELLIS to charge Customer’s credit card for all outstanding Fees, taxes and charges and outstanding account balances due under the Agreement, and this constitutes TRELLIS’s good and sufficient authority for so doing. If Customer pre-authorized payment method fails, TRELLIS may attempt to process payment again manually within a reasonable time. TRELLIS will provide notification to Customer of (repeated?) payment failure. If Customer fails to rectify the payment failure within ten (10) days of written notice, TRELLIS may immediately deactivate Customer account without notice to Customer and collect Fees owing using other collection mechanisms. Customer is solely responsible for all charges incurred under Customer account by Customer or third parties.
13.4.Suspension of Service
If Customer account is thirty (30) days or more overdue, in addition to any of its other rights or remedies, TRELLIS reserves the right to, upon no less than thirty (30) day’s prior written notice provided that the Customer account remains overdue upon expiry of such notice, suspend the Services provided to Customer, until such amounts are paid in full or terminate the Services and this Agreement.
14. Term & Termination
14.1. Term
This TSA shall commence as of the Effective Date and shall, unless terminated sooner pursuant to Section 15 below, shall continue in effect for the initial term specified in the Order or (the “Initial Term”). Unless either party provides at least 60 days written notice to the other of termination prior to the expiry of the Initial Term, this TSA will automatically renew for further terms of twelve (12) months (each a “Renewal”), and each subsequent annual anniversary thereafter, unless a party provides at least thirty (30) days’ written notice to the other party prior to the expiry of the then applicable term.
14.2. Suspension/Termination
The TSA will be suspended and/or terminated in the event payment is not received within the time frame set forth in the Order. This TSA may be terminated by a party by written notice if the other party materially breaches this Agreement and does not cure such breach within thirty (30) days after receipt of the written notice.
14.3. Effect of Termination – Generally
Upon the termination of this TSA for any reason, the Customer shall immediately cease to have access to the Services. Subject to the foregoing, both Parties shall also return to the other as appropriate, all Confidential Information (as later defined) in the other’s possession or, at the other party’s request, destroy such information with certification by an officer. Those obligations which by their nature ought to survive the termination of this TSA shall survive, including, but not limited to, each parties’ obligations relating to Confidential Information.
14.4.Effect of Termination – TRELLIS Advertisements
On expiry or termination of this TSA for any reason, Customer acknowledges that all TRELLIS advertisements will continue to run on the Third-Party Marketplaces on which they ran prior to such termination or expiry and Customer is solely responsible for managing such ads after termination or expiry of this Agreement. TRELLIS will have no responsibility or liability in respect of the same (including for any costs associated with the ads continuing to run).
15. Disclaimer
ALL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND TRELLIS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES AS TO ACCURACY, COMPLETENESS OR ADEQUACY OF INFORMATION. WITHOUT LIMITING THE FOREGOING, TRELLIS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE. CUSTOMER RECOGNIZES THE UNCERTAINTIES INHERENT IN ANY ANALYSIS OR INFORMATION THAT MAY BE PROVIDED AS PART OF THE SERVICES AND ACKNOWLEDGES THAT THE SERVICES ARE NOT A SUBSTITUTE FOR ITS OWN INDEPENDENT EVALUATION AND ANALYSIS AND SHOULD NOT BE CONSIDERED A RECOMMENDATION TO PURSUE ANY COURSE OF ACTION. TRELLIS SHALL NOT BE LIABLE FOR ANY ACTIONS OR DECISIONS THAT CUSTOMER MAY TAKE BASED ON THE SERVICES OR ANY INFORMATION OR DATA CONTAINED THEREIN. CUSTOMER UNDERSTANDS THAT IT ASSUMES THE ENTIRE RISK WITH RESPECT TO THE USE OF THE SERVICES.
16. Limitation of Liability
EXCEPT FOR (I) CUSTOMER’S PAYMENT OBLIGATIONS UNDER THIS TSA; (II) LOSS OR DAMAGE ARISING FROM BREACH OF SECTIONS 18 (OWNERSHIP) OR 21 (CONFIDENTIALITY); (III) TRELLIS’ OBLIGATION TO INDEMNIFY UNDER SECTION 19 (INDEMNITY); (IV) DAMAGES ARISING FROM FRAUD, GROSS NEGLIGENCE, OR WILFUL MISCONDUCT, EACH PARTY’S LIABILITY UNDER THIS AGREEMENT UNDER ANY THEORY OF LIABILITY SHALL BE LIMITED TO: (A) THE ACTUAL FEES PAID BY CUSTOMER UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE CLAIM; AND (B) NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INDIRECT, SPECIAL OR INCIDENTAL DAMAGES, SUCH AS DAMAGES FOR LOST PROFITS, BUSINESS FAILURE OR LOSS, ARISING OUT OF THIS AGREEMENT OR THE USE OF THE SERVICES, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The provisions of this TSA allocate the risks between TRELLIS and Customer. The Fees payable by Customer reflect this allocation of risk, as expressed by the limited warranties, remedies and limitations of liability set out in this TSA.
17. Disputes
Any controversy or claim arising out of or relating to this TSA, including its formation, performance, or breach, can only be settled in accordance with the following sequence of dispute resolution procedures. First, executive officers of the parties shall meet to attempt to resolve their issues based upon advance written submissions to each other, if the parties day to day relationship managers are unable, after reasonable effort, to resolve their issues. Second, if the executive officers are unable to resolve their issues, the parties may submit to mediation pursuant to the National Mediation Rules of the ADR Institute of Canada, Inc. The place of mediation shall be Ottawa, Ontario. The language of the mediation shall be English. Thereafter, any issues still remaining unsettled can only be resolved in the applicable federal or provincial courts in Ottawa, Ontario. A party shall not bring a claim more than two (2) years after such party first became aware of the claim.
18. Ownership
All right, title and interest in and to the Services or any other materials furnished, developed, provided or created by TRELLIS pursuant to the TSA, belong to TRELLIS or its licensors, whether or not specifically recognized or perfected under the laws of the country where the Services are located or provided.
19. TRELLIS Indemnity
Subject to the terms and conditions of this Agreement, TRELLIS will, at its own expense, defend Customer in any action, suit or proceeding by a third party alleging that the Services infringe or misappropriate any patent, trademark, trade secret, copyright or any other intellectual property rights of such third party (an “IP Claim”) and will indemnify and hold Customer harmless from and against any settlement amounts agreed in writing by TRELLIS and/or any losses, damages, expenses or costs (including but not limited to reasonable attorneys’ fees) awarded to such third party against Customer by a court or tribunal of competent jurisdiction in such IP Claim. As conditions for such defense and indemnification by TRELLIS, (i) Customer shall notify TRELLIS promptly in writing upon becoming aware of all pending IP Claims; (ii) Customer shall give TRELLIS sole control of the defense and settlement of such IP Claims; (iii) Customer shall cooperate fully with TRELLIS in the defense or settlement of such IP Claims; and (iv) Customer shall not settle any IP Claims without TRELLIS’s written consent, or compromise the defense of any such IP Claims or make any admissions in respect thereto. TRELLIS shall have no obligation to indemnify in accordance with this Section if the IP Claim arises as a result of: (i) the unauthorized combination or use by Customer of the Services with third party products, (ii) any unauthorized modification or alteration of the Services by Customer, (iii) use of the Services after written notice of the claimed infringement has been received by Customer, or (iv) actions by Customer or its agents in breach of this Agreement. The foregoing states TRELLIS’ sole and exclusive obligation and liability, and Customer’s sole and exclusive remedy, for any IP Claim.
20. Proprietary Notices
Customer shall include on any permitted copies made of the Services the same proprietary notices or legends that appear on the materials it receives. Customer shall use reasonable efforts to procedurally protect those materials and the information they contain from transfer, disclosure, or use by any employee, entity, or other person, other than as expressly permitted herein. Customer shall notify TRELLIS or the third-party owner, as appropriate, immediately of any violation of this provision it becomes aware of or suspects.
21. Confidential Information
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information” of the Disclosing Party). Confidential Information of TRELLIS includes non-public information regarding features, functionality and performance of the Services. Proprietary Information of Customer includes non-public Content and Customer Data. The Receiving Party agrees: (i) to use the Confidential Information only for the performance of this TSA, using the same or greater degree of care in safeguarding Confidential Information as it uses for its own Confidential Information, and no less than reasonable precautions; and (ii) not to disclose the Confidential Information except to its Related Parties, subcontractors and agents, which in each case, have a need to know or have access to it to perform its obligations under this TSA and are bound by written restrictions regarding disclosure and use that are substantially similar to this TSA. This obligation of confidence shall not apply to any information that: (1) is generally publicly available at the time of its communication; (2) is independently developed or obtained by the Receiving Party; (3) becomes generally publicly available through no fault of the Receiving Party subsequent to the disclosing party’s communication to the Receiving Party; or (4) is in the Receiving Party’s possession free of any obligation of confidence at the time of the Disclosing Party’s communication to the Receiving Party. Additionally, the Receiving Party may disclose Confidential Information as required, and only to the extent required, by law.
22. Personal Data
If the delivery or performance of any Service involves processing by TRELLIS of any personal data for which Customer is responsible, then this section shall apply.
22.1. Definitions
In accordance with the definitions of the applicable national and/or EU legislation on the protection of personal data Customer shall be deemed the “controller” of personal data and TRELLIS/TRELLIS Related Entity shall be deemed the “processor” of personal data.
22.2. Compliance with Laws
Each of TRELLIS and Customer shall comply with all applicable legislation on the protection of personal data for the purposes of this TSA. Customer warrants that it has all necessary approvals from any relevant personal data subjects and shall indemnify and hold TRELLIS harmless from any third party claims, losses or liabilities arising from or in connection with any processing of personal data under this TSA.
22.3. Security Measures
TRELLIS shall implement appropriate technical and organizational security measures for the processing of personal data under this TSA. Such measures shall be subject to an appropriate level of security having regard to the technical possibilities available, the implementation cost for such measures, the specific risks connected with the processing of the data in question and the sensitivity level of the data in question. For the purposes of fulfilling its contractual obligations to Customer, TRELLIS may transfer personal data for which Customer is responsible to other TRELLIS Related Entities (or subcontractors) located in and/or outside of the country or countries in which Customer operates.
23. Marketing
Customer consents to the publication of its name and use of its marks by TRELLIS in a factual listing of Trellis’ customers within presentations, on marketing and trade show materials and on TRELLIS’s websites and social media.
24. Miscellaneous
24.1. Entire Agreement
This TSA, including the Orders referenced herein, constitutes the entire agreement between the Parties with regard to the Services, superseding any prior proposals or agreements. Any provisions of this TSA prohibited by law will be, without invalidating the remaining provisions hereof, ineffective to the extent of the prohibition. Any changes to this TSA must be in writing and signed by a duly authorized representative of each party. Any extraneous terms on Customer’s purchase order or other documents shall be void and of no effect.
24.2. Further Actions and Severability
The parties shall take any and all further actions, including the execution of documents, required to fully effect the provisions and intent of this TSA. To the extent necessary to render a provision valid and enforceable in that jurisdiction, a reviewing court may modify any provision of this Agreement that it finds to be invalid or unenforceable. The other provisions of this Agreement shall not be affected. Any unenforceability in a particular jurisdiction shall not affect enforceability in any other jurisdiction.
24.3. Export Control Compliance
Customer and TRELLIS shall comply with all applicable export control laws and in connection with this TSA. Customer agrees to cooperate with TRELLIS by providing end-user statements or other items requested by TRELLIS to establish compliance with export control laws and regulations.
24.4. Assignment
Customer may not assign or transfer this Agreement or any of its rights or obligations hereunder without TRELLIS’s written permission, which permission will not be unreasonably withheld. TRELLIS may assign or transfer this Agreement in its entirety (including all Orders), without consent of Customer, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of TRELLIS’s business, stock or assets, and may delegate the performance of certain Services to third parties, provided TRELLIS remains responsible to Customer for the delivery of the Services. Any attempt by a party to assign or transfer its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
24.5. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada. Any and all disputes arising under this Agreement, whether as to interpretation, performance or otherwise, shall be subject to the exclusive jurisdiction of the courts in Ottawa, Ontario, Canada and each of the parties hereto hereby irrevocably attorns to the jurisdiction of such the courts. Each party hereby irrevocably waives its right to trial by jury of any claim or cause of action arising out of this TSA or any dealings between the parties relating to the subject matter of this TSA to the maximum extent permitted by law
24.6. Independent Parties
Nothing stated in this Agreement shall be interpreted to construe the parties as partners or joint ventures, or as creating any relationship other than as independent contractors.
24.7. Force Majeure
Neither party shall be liable for any failure or delay in performing any of its obligations hereunder if such delay is caused by any event or circumstance beyond its reasonable control, including acts of nature, accidents, pandemics, breakdowns of equipment or software, power failures, strikes, lockouts, war, terrorism or any other industrial, civil or public disturbance.
24.8. Notices
Any notice, consent or other communication in connection with the TSA, including any Order, must be in writing and delivered in person, by courier or by electronic mail, addressed appropriately to the intended recipient, to the address set forth in your account. If hand or courier delivered, the notice will be effective upon delivery. If delivered by electronic mail, the notice will be effective when sent.
24.9. Government Users Only
If Customer is an agency or instrumentality of the United States Government, the software underlying the Subscription Service is “commercial computer software” and pursuant to FAR 12.212 or DFARS 227.7202, and their successors, as applicable, and the use, reproduction and disclosure of such software and any documentation are governed by the terms of this TSA.