TrustLab Terms of and Conditions of Service
These Terms and Conditions of Service (“Agreement”) confirms the business relationship by and between Trust & Safety Laboratory, Inc., a Delaware Corporation located at 345 Leland Ave, Palo Alto CA 94306 ("TrustLab") and the Company identified in the associated Order Form (“Client”) (individually, “party” and collectively, “parties”). This Agreement shall become effective as of the date the applicable order form incorporating this Agreement is executed by both Parties (defined below) (“Effective Date”).
TrustLab and Client hereby agree:
1. Services. TrustLab will provide Client the products, services, and deliverables that Client requests and TrustLab agrees to perform (collectively, “Services”) during the term of this Agreement. “Services” include access to software that allows Client to send user complaints regarding content hosted by the Client and in response TrustLab may analyze the content for legality under applicable law and send back a recommendation on how to treat such content (including up and to removal). Services may also include management of user communication and reporting regarding digital content. While unlikely to do so, TrustLab may, at its sole discretion, refuse to accept any request for Services placed by Client. In no event may Client authorize a third party (such as an affiliate under common corporate control) to use the Services. Each party who uses the Services must have its own direct relationship with TrustLab. Client may not use the Services to violate any applicable law or regulation, nor may Client repurpose the results of the Services for any purpose other than its own use regarding its own hosting of content, including, without limitation to build a service similar to or competitive with the Services.
3. Cooperation and Access. Client will cooperate with TrustLab and provide access to all persons, sites, systems, accounts, servers, devices, networks, documents, materials, and other information (collectively, “Client Materials”) that TrustLab may need in order to provide Services. Client warrants that it will comply with all applicable laws and contractual obligations relating to the access Client grants to TrustLab in connection with TrustLab’s performance of Services, including but not limited to any laws relating to, network integrity, security, privacy, or access to devices, networks, or personally identifying information of any individuals. Client acknowledges that TrustLab may not be able to perform Services if Client fails to provide cooperation and access as outlined in this Section 2 in a timely manner or if Client Materials provided are inaccurate or incomplete, which shall not be deemed a breach of this Agreement
a. For clarity, in the event of any express conflict between this Agreement including the Confidentiality obligations below and TrustLab's Data Protection Agreement (the "DPA") (e.g. it is impossible to comply with both this Agreement and the DPA), the DPA shall control. It is the express intention of the parties that these confidentiality obligations extend beyond the data that is obligated to be protected under applicable law as specified in the DPA.
b. “Confidential Information” means any and all proprietary information, trade secrets, or know-how, including, but not limited to, technical data and architecture; log data; network information and metadata; non-public intellectual property (including works of original authorship, ideas, inventions, and developments); software (including source and object code); algorithms; processes; formulas; technology; engineering; designs; drawings; sketches; models; third-party reports and analyses; research; business plans; non-public information about products and services; current and prospective customer information; employee information; suppliers; market information and research; nonpublic information about marketing, pricing, sales, and sales plans; financial information; or other business information disclosed by either party (“Disclosing Party”) directly or indirectly to the other (“Receiving Party”), in writing, orally, electronically, by demonstration or illustration, inspection of parts or equipment, or otherwise and that is designated as “Confidential,” “Proprietary,” or some similar designation or should reasonably have been understood to be confidential, considering the facts and circumstances. Without limiting the foregoing, Confidential Information includes the existence and details of this Agreement as well as all information provided to Client by TrustLab in connection with the Services. Confidential Information does not include: (A) De-Identified Data (defined below); (B) information that was already known to Receiving Party at the time of disclosure, as evidenced by written records of Receiving Party, free of any obligation of confidentiality; (C) information that is or becomes publicly known and made generally available through no wrongful act of Receiving Party; (D) information that has been rightfully received by Receiving Party from a third party who is free of any obligation of confidentiality; (E) information that is disclosed with the prior written consent of Disclosing Party; or (F) information that has been independently developed by Receiving Party without any use of, reference to, or reliance on Confidential Information, as demonstrated by files in existence at the time Receiving Party independently developed that information.
c. "De-Identified Data" shall mean information gathered or created by TrustLab in the course of providing Services that does not identify Client or Client's users, nor include Client's Confidential Information, including, but not limited to metadata related to use of the Services. TrustLab uses De-Identified Data to the benefit of all of its clients. Client grants TrustLab a perpetual, worldwide, royalty-free right to use, reproduce, perform, display, disclose, distribute, and make derivative works from De-Identified Data, in any form or media.
d. Limitations. Each party shall: (i) hold secret and confidential any and all Confidential Information received from the other party; (ii) not disseminate or in any way disclose any Confidential Information to any person, entity, or governmental agency or department, except to the extent expressly permitted under this Agreement; (iii) not use any Confidential Information in any way, including to its own benefit, except to the extent necessary for the performance, delivery, and enjoyment of Services; (iv) treat all of the other party's Confidential Information with the same degree of care as its own Confidential Information, but not less than reasonable and customary care; (v) not copy, reproduce, or duplicate the other party's Confidential Information, except to the extent required to fulfill its obligations under this Agreement; (vi) disclose the other party's Confidential Information only to those its representatives who have a need to know such Confidential Information in order to fulfill its obligations under this Agreement; (vii) ensure that each of its representatives to whom the Confidential Information is disclosed is advised of the existence of this Agreement and their obligations hereunder and is bound by confidentiality terms and conditions substantially similar to those of this Agreement; (viii) give immediate notice to the other party of any loss or unauthorized use, appropriation, or disclosure of the other party’s Confidential Information and assist the other party in mitigating and remedying the unauthorized use or disclosure such party's Confidential Information; and (ix) not reverse engineer, attempt to reverse engineer, or cause any third party to reverse engineer the other party's Confidential Information. Each party shall be responsible for any action or inaction by its representatives as if such action or inaction was taken by such party directly. Any disclosure of Confidential Information to the other party by any third party at the request of party shall be deemed to be a disclosure made by the requesting party under this Agreement.
e. Disclosure and Return. A party may disclose the other party's Confidential Information when legally compelled by legal process, a court, or other government authority of competent jurisdiction pursuant to applicable statute, law, rule, or regulation, provided that, to the extent permitted by law, a receiving party will provide the disclosing party with sufficient notice of all available details of the legal requirement promptly and, if practicable, prior to making such disclosure, reasonably cooperate with a party's efforts to challenge the disclosure, seek an appropriate protective order, or pursue such other legal action, as the disclosing party may deem appropriate. Each party shall, upon written request from the other party, use reasonable efforts to: (i) destroy all received Confidential Information in its possession or control and certify such destruction in writing; or (ii) return all such Confidential Information to the disclosing party. However, the receiving party shall not be required to destroy or return: (i) any Confidential Information that it is required to maintain in order to satisfy any law or regulation to which it is subject; or (ii) any Confidential Information stored on routine back-up media provided such media is subject to routine destruction and latent data that are generally considered inaccessible without use of specialized tools and techniques.
5. Disclaimers. TrustLab does not warrant that Services will be accurate or complete, or that receiving such Services or implementing It's advice or recommendations will achieve Client's goals (stated or otherwise). To that end, Client acknowledges that all Services are provided “as is,” without warranty of any kind, use and/or reliance on such information is entirely at Client's own risk, and TrustLab expressly disclaims all other warranties and conditions, whether express or implied (including any implied warranties of merchantability, fitness for a particular purpose, accuracy, or non-infringement) with respect to Services (whether oral or written, whether obtained from TrustLab or elsewhere and De-identified Data); provided, however, that nothing in this agreement shall exclude or limit any warranties which may not be lawfully excluded or limited by applicable law.
6. Limitation on Liability. In no event shall TrustLab’s aggregate liability under this Agreement exceed the amount of Fees (defined below) paid by Client to TrustLab during the period of one (1) year immediately preceding the first notice of the relevant claim. Notwithstanding the foregoing, TrustLab, including its representatives, shareholders, and service providers, hereby expressly disclaims liability for indirect, punitive, incidental, and consequential damages; loss of use; loss of data; loss caused by a virus; loss of revenue; loss of savings; third-party claims (collectively “Excluded Damages”), even if TrustLab has been advised of the possibility of such Excluded Damages, arising out of or in connection with Services. This limitation of liability applies to all claims and under any theory of liability, including, but not limited to those based on contract, tort (including negligence), and strict liability, and regardless of whether Damages arose due to inaccuracy, error, or omission on the part of TrustLab.
7. Term, Termination, and Expiration.
a. Term. This Agreement will continue for an initial term of one (1) year (“Initial Term”) from the Effective Date. Upon the expiration of the Initial Term or any subsequent term, this Agreement will automatically renew at a 7% increase in Fees for additional terms of one (1) year (“Renewal Term”) (Initial Term and all Renewal Term(s) collectively, “Term”).
b. Non-Renewal. Client may opt out of the automatic renewal of the Term by providing written notice of intention to not renew at least 60 days prior to the end of the then current Term to firstname.lastname@example.org with a cc: to email@example.com.
c. Termination Due to Breach. Either party may terminate this Agreement immediately on written notice if the other party is in breach of any material provision of this Agreement and fails to cure that breach within thirty (30) calendar days after receiving written notice correctly identifying the breach in detail.
d. Effect of Termination or Expiration; Survival. Upon termination or expiration of this Agreement, all rights and duties of the parties toward each other will cease except: (i) TrustLab shall invoice Client for Services performed and work-in-progress not yet invoiced on a pro-rated basis; (ii) Client shall pay, within thirty (30) calendar days of the effective date of termination or expiration, all amounts owed.
8. Fees and Invoices.
a. Fees. In consideration of [redacted]’s performance of Services, Client will pay TrustLab fees as provided in the corresponding Order Form for those Services (“Fees”). All amounts due under this Agreement are exclusive of any sales, use, value added, gross receipts, or analogous taxes.
b. Invoicing. The annual fee for the Initial Term and all Renewal Terms will be due and payable prior to the first day of the applicable term. TrustLab shall either charge the applicable credit card on file or issue invoices to Client for additional usage fees for the Services provided on a monthly basis and Client shall pay such invoices in full within thirty (30) calendar days of receipt (“Due Date”). Any amounts due to TrustLab not received by the Due Date will be subject to a service charge of 1.5% per month, or the maximum charge permitted by law, whichever is less. TrustLab also reserves the right to cease performing Services, without liability, until Client pays any amounts past due.
c. Auto-renewal. Unless otherwise terminated in accordance with Section 8(a), in order to ensure that You do not experience any interruption or loss of services due to the lapse of any particular subscription period, the Services operate with automatic renewal, on a recurring-fees basis (except where explicitly stated otherwise). Accordingly, where applicable, Trust Lab will attempt to automatically renew the applicable Services for a renewal period equal in time to the original subscription period for such Service, and automatically charge You the applicable fees using Your Authorized Card or payment metho on file. Trust Lab reserves the right to establish the price for every Service We offer. We may change the price of any Service at any time, in Our sole discretion. We reserve the right to charge a price for a Service that was previously offered for free. If We decide to increase the price of Service for which You are subscribed, We will make every effort to communicate this pricing change to You via email. We do not need to notify You if We decide to raise the price of a Service for which You are not subscribed.
a. No Third-Party Rights. This Agreement is not intended, and should not be construed, to create any right, remedy, or benefit, substantive or procedural, enforceable at law or otherwise by any third party against TrustLab or its shareholders, directors, officers, employees, contractors, service providers, representatives, consultants, or agents, or any other person or entity.
b. Non-assignment; Binding Agreement. This Agreement may not be assigned or otherwise transferred by either party, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other party, which consent will not be unreasonably withheld; provided, however, that either party may assign this Agreement in its entirety in connection with a sale of substantially all of the business or other change of control transaction, without having to obtain the other party’s consent. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns. Notwithstanding the foregoing and provided TrustLab remains responsible for their acts and omissions, TrustLab may use third parties to perform Services and retains the sole ability to terminate the use of any third-party service provider at any time without notice or consent of Client. TrustLab shall make commercially reasonable efforts to avoid delays or disruptions in Services during any such termination or transition.
c. Publicity/Case Study You authorize TrustLab to use Your name, logo and/or trademark in connection with Trust Lab’s promotional materials and marketing activities. Any press release or other announcement will only be issued upon prior approval by both You and TrustLab. You agree that TrustLab may devise a case study of Your use of the Services and may use such case-study for marketing of its services to third parties. You will provide reasonable assistance in preparation of such a case study. We agree to provide You with access to the results of such case-study. TrustLab may refer to Client as a TrustLab client and may share general information regarding the relationship with Client, provided that such references shall not contain any Client Confidential Information. Except as explicitly referenced herein, neither party will otherwise use the other party’s trademarks, logos, or other marks without that party’s written consent.
d. Notices. Unless otherwise explicitly agreed by the parties in writing, any notice under this Agreement or required by law must be in writing and must be: (i) delivered in person; or (ii) sent by first class mail or air mail to the relevant party’s address listed at the beginning of this Agreement or in the Order Form.
e. Waiver; Amendment; Force Majeure. A delay or failure by a party in exercising its rights and remedies provided for in this Agreement is not and will not be a waiver of any right. No amendment or waiver of this Agreement will be binding without written consent of both parties. Non-performance is excused to the extent that it is rendered impossible by strike, fire, flood, earthquake, governmental acts or orders or restrictions, failure of suppliers, or other circumstances in which non-performance is beyond the reasonable control and not caused by the negligence of the non-performing party.
f. Severability. If any term of this Agreement is found to be invalid, unlawful, or unenforceable to any extent, the parties shall endeavor in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in this Agreement. If the parties fail to agree on such an amendment, such invalid term will be severed from the remaining terms, which will continue to be valid and enforceable to the fullest extent permitted by law.
g. Integration. This Agreement constitutes the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous and contemporaneous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to said subject matter.
h. Independent Contractors; Non-Exclusive Relationship. The relationship of the parties under this Agreement is that of independent contractors. Unless otherwise agreed in writing, no party will be deemed to be an employee, agent, partner, or legal representative of the other for any purpose and neither will have any right, power, or authority to create any obligation or responsibility on behalf of the other.
i. Dispute resolution and Arbitration. The parties shall negotiate in writing directly for sixty (60) days to resolve any disputes relating to this Agreement, and in the event they are unable to resolve it within this period, then, any surviving dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Santa Clara County, CA, before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures
j. Choice of Law and Venue; Attorneys’ Fees. The rights and obligations of the parties under this Agreement will be governed by the laws of the State of California, without regard to conflict of laws principles. Subject to the parties’ arbitration obligations above, each party irrevocably consents to the jurisdiction and venue of the federal and state courts in Santa Clara County, CA and waives any defense of forum non conveniens with respect to such courts. In the event that either party brings an action or legal proceeding (including arbitration) against the other party related to or arising from this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party, as part of such action or proceedings or in a separate action brought for that purpose, all fees, costs, and expenses, including but not limited to reasonable attorneys’ fees and costs; expert witness fees; court costs; and fees, costs, and expenses of appeals, as may be determined by a court, arbitrator, or jury.
k. Headings and Numbers. The headings used in this Agreement and its division into sections and other subdivisions do not affect its interpretation. Unless context requires otherwise, words importing the singular include the plural and vice versa.
Last updated October 30th, 2023