Terms and Conditions

By logging into your Trinity account you agree to be bound by our Terms & Conditions.

Last updated: September 2024

This Trinity Customer Agreement sets out the terms and conditions on which Trinity Technology Inc., a Delaware Corporation whose registered office is at 1449 S Michigan Ave STE 13023 Chicago, IL 60605 ("We", "Us" or “Trinity”) licenses its CRM tools and API services (together the “Trinity Services”) to You (as defined below).

THIS TRINITY CUSTOMER AGREEMENT CONTAINS AN AGREEMENT TO ARBITRATE WHICH REQUIRES THAT, WHERE YOU ARE A US CUSTOMER, YOU AND TRINITY ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT, AND LIMITS CLASS ACTION CLAIMS, UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE AS DESCRIBED IN CLAUSE 18.8 OF THIS TRINITY CUSTOMER AGREEMENT.

By accepting the Trinity Customer Agreement, either by signing up to receive the Trinity Services online, by separate contract between You and Us or by starting to use or authorizing any User (as defined below) to access or use any of the Trinity Services, or by otherwise indicating your acceptance of the Trinity Customer Agreement, including by way of a Free Trial (as defined below), You:

• • agree and understand that, from the Effective Date (as defined below), a legally binding contract will exist between the You and Us for the Trinity Services which will be governed by terms of this Trinity Customer Agreement;
• • warrant and represent that where You are entering into the Trinity Customer Agreement on behalf of another legal entity such as a company or organization ("Entity"), You are agreeing and entering on behalf of that Entity and You are authorized to bind that Entity to this Trinity Customer Agreement, and any reference to "You" and "Your" shall additionally mean that Entity;
• • warrant and represent that You will use the Trinity Services strictly for business purposes and not in a capacity as a consumer, and that Trinity will not be responsible or liable for any non-business use of the Trinity Services by You or Your Users; and
• • procure that Your Users will comply with the terms of this Trinity Customer Agreement, the Acceptable Use Policy, and agree that You will remain responsible for such Users’ compliance.

We may modify the terms of the Trinity Customer Agreement from time to time by updating the terms and conditions on the website or by direct written notice to You. If a modification is material, as reasonably determined by Trinity in its sole discretion, then We will make commercially reasonable efforts to notify You of the change. Continued use of Trinity Services will constitute acceptance of the new Trinity Customer Agreement. If You do not agree with the updated terms of the Trinity Customer Agreement, You must immediately stop using Trinity Services and ensure Your Users also stop using Trinity Services.

1. Definitions

• • 1.1. The following words and expressions will have the following meanings:some text
  • • “App Marketplace” means an online repository of applications that is owned and controlled by Trinity or which has been approved by Trinity as suitable for publishing an Integration App which has been approved by Trinity for publication;
  • • “Approved Developer” means a party that has been approved by Trinity to enter into the Developer Program;
  • • “App Terms” means any terms of use for an Integration App an App User is required to agree to before the App User is given access to use the Integration App and which must at a minimum contain provisions at least as restrictive as those set out in Clause 5.3 of this Trinity Customer Agreement;  
  • • “App User” means a User using the Integration App to transfer its data between Trinity and a Third Party Platform;
  • • “Trinity API” means the application programming interface developed and enabled by Trinity that permits You and Your Users to access and use certain functionality provided by the Trinity Services subject to this Trinity Customer Agreement and the Documentation;
  • • “Trinity Applications” means Trinity’s web application and/or mobile applications through which the Trinity Services are provided, including any software contained therein;
  • • “Trinity Content” means all data, information and material owned by or licensed to Trinity and comprised within the Trinity Services and on the Trinity Applications, but excluding Customer Data;
  • • “Trinity Customer Referral Scheme” means the scheme detailed at https://Trinity3.co/legal/referral as updated by Trinity from time to time.
  • • “Trinity Services” means the CRM tools and services made available via the Trinity Applications, including AI-enabled workflows, access to the Trinity API if applicable and any related materials provided by Trinity for Your use as part of the Trinity Services as provided in any Documentation;
  • • “Confidential Information” means all information (however recorded or preserved) disclosed by a party, whether before or after the Effective Date including any information which is marked as confidential or has otherwise been indicated as being confidential, or (i) information relates to the business, affairs, customers, clients, licensors, suppliers, new products, plans, research, intentions, or market opportunities of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and (ii) information relating to the operations, processes, product information, ideas, formulas, source code, data, Intellectual Property Rights or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs or in relation to Trinity, any of its third party licensors;
  • • “Customer” means a sole trader, corporate entity or organization, other than an Approved Developer, that enters the Trinity Customer Agreement with Trinity;
  • • “Customer Data” means all data, information and material that You and/or Your Users input or upload to the Trinity Services or transmit through the Trinity Services and/or any Integration App, including Personal Data. For the avoidance of doubt, Customer Data shall include any data, information and material received from a third party which is shared with Trinity by means of an Integration App;
  • • "Data Processing Addendum” or “DPA” means the data processing agreement which forms and is hereby incorporated into the part of the Trinity Customer Agreement;
  • • “Data Protection Legislation” means the EU GDPR, European Directive 2002/58/EC, the UK DPA 2018, the CCPA and any other legislation and/or regulation implementing or made pursuant to them, or which amends, replaces, re-enacts or consolidates any of them, and all other applicable laws relating to processing of Personal Data and privacy that may exist in any relevant jurisdiction;
  • • “Developer Program” means an application development program that is provided by Trinity under which it provides an Approved Developer some or all of the Trinity Services, subject to the restrictions and limitations as set out in this Trinity Customer Agreement, within which the Developer may develop an Integration App;  
  • • “Documentation” means any User guides and other documentation for the Trinity Services that Trinity makes available to Customers and Developers from time to time, including, without limitation, Trinity API documentation available at https://Trinity3.co/docs and https://developers.Trinity3.co/#introduction;  
  • • “Effective Date” means the date on which You gain access to and start using the Trinity Services and/or accept this Trinity Customer Agreement, including under any Free Trial or the Developer Program, upon which date the terms of this Trinity Customer Agreement shall apply;
  • • "Fees" means the fees payable by You for the Trinity Services in accordance with the Plan;
  • • "Free Trial” means a potentially limited period during which Trinity may offer some or all of the Trinity Services free of any Fees and subject to usage restrictions, as determined by Trinity in its sole discretion. On expiry of the Free Trial, You will be liable for all Fees set out in the chosen Plan. In the absence of an expiry date of a Free Trial, You may continue to receive some or all of the Trinity Services until such time as Trinity (in its sole discretion) requires You to upgrade to a paid-for Plan or removes, suspends or terminates Your access to the Trinity Services, for any reason and without notice;
  • • "Initial Term" means the fixed duration immediately following Your acceptance of the Customer Agreement or, where a Free Trial has been offered, the expiry or end of that Free Trial, in which You agree to receive the Trinity Services and pay the Fees, being either one (1) month or twelve (12) months and as set out in the Plan;
  • • "Integration App” means an application that is developed by an Approved Developer or User on its own account and risk using the Trinity API, which may use an OAuth flow, enabling interoperation between a Third Party Platform and the Trinity Services;
  • • "Intellectual Property Rights" means patents, patentable rights, copyright, design rights, rights in computer software, utility models, trademarks (whether or not any of the above are registered), trade names, rights in domain names, rights in inventions, rights in data, database rights, rights in get-up, goodwill, rights to sue for passing off or unfair competition, and rights to preserve the confidentiality of information (including know-how and trade secrets), and any and all other intellectual and industrial property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world;
  • • “Malicious Software” means any viruses, malware, Trojan horses, or any other similar harmful software;
  • • "Plan" means the subscription plan incorporating the level of support provided, features and relevant data limits that are made available as part of the Trinity Services and as chosen by You during the sign-up process or as amended by You in Your account section or manually by Trinity pursuant to Your request;
  • • “Renewal Term” means the fixed duration immediately following the Initial Term in which You are granted the right to access the Trinity Services and pay the Fees, and which is of equal duration to the Initial Term;
  • • “Seats” means the maximum number of seats available for Users authorized to use the Trinity Services made available by Trinity from time to time under the Trinity Customer Agreement and in accordance with the Plan;
  • • “Term” means the duration of the Trinity Customer Agreement as defined under Clause 3;
  • • “Third Party Platform” means a platform or software provided and hosted by a third party;
  • • "User" means : (a) where You are an Approved Developer the Approved Developer or Your Users; and (b) where You are a Customer, an individual who is authorized by the Customer to use the Trinity Services up to the amount of Seats purchased in accordance with the Plan;
  • • “You” “Yours” means the Customer or the Approved Developer entering into the Trinity Customer Agreement, as applicable.
  • • 1.2. In this Trinity Customer Agreement:
  • • a) words in the singular include the plural;
  • • b) reference to a person includes a legal person (such as a limited company) as well as a natural person;
  • • c) a reference to “party” will mean either Trinity or Customer and “parties” will mean both Trinity and Customer;
  • • d) Clause headings are for convenience only and will not affect the construction of this Trinity Customer Agreement;
  • • e) reference to "including" or any similar terms in this Trinity Customer Agreement will be treated as being by way of example and will not limit the general applicability of any preceding words; and
  • • f) reference to any legislation will be to that legislation as amended, extended, or re-enacted from time to time and to any subordinate provision made under that legislation.

2. Provision of Trinity Services

• • 2.1. Subject to this Trinity Customer Agreement and full, timely payment of all applicable Fees, or in the case of a Free Trial, your agreement to this Trinity Customer Agreement, Trinity agrees to provide the Trinity Services to You in accordance with the Plan agreed during the sign-up process or as may be agreed to from time to time within the Trinity Applications.
• • 2.2. You acknowledge and agree that Trinity has the exclusive right to decide how to develop the Trinity Services or any part thereof, including the Trinity Applications and the Trinity API. Trinity may, in its sole discretion, remove or add features to the Trinity Services at any time without any claims to compensation or any other remedies by You.

3. Term

• • 3.1. This Trinity Customer Agreement will apply to Your use and Your Users’ use of the Trinity Services from the Effective Date.
• • 3.2. Unless terminated earlier in accordance with Clause 15, this Trinity Customer Agreement will continue for the Initial Term and thereafter in perpetuity for successive Renewal Terms which will automatically apply unless and until either party requests termination not less than fourteen (14) days prior to the end of the Initial Term or then-current Renewal Term as the case may be.

4. Grant of license and scope of authorized use

• • 4.1. Subject to this Trinity Customer Agreement and in consideration of the full payment, timely of all applicable Fees by You to Trinity, or in the case of a Free Trial, your agreement to this Trinity Customer Agreement, Trinity hereby grants to You, subject to i) the amount of Seats You have purchased under the then-current Plan as applicable; ii) the terms and any limitations (including but not limited to data storage, API call and data enrichment limits) of such Plan or as may be otherwise set by Trinity from time to time in its sole discretion; iii) the terms in this Trinity Customer Agreement and any Documentation, a limited, non-transferable, non-exclusive, non-sublicensable and revocable license during the Term to:
• • a) access and use the Trinity Services and (except for under the Developer Program) to permit Your Users to access the Trinity Services, in view only non-downloadable format, solely for internal business use and subject always to reasonable use as determined by Trinity in its sole discretion; and
• • b) access and use the Trinity API to develop and, subject to Trinity’s sole approval, publish an Integration App for use by Users in connection with the Trinity Services only, and to market and provide the Integration App through an App Marketplace.
• • 4.2. You grant to Trinity a non-exclusive, worldwide, fully paid up, royalty free, irrevocable, sub-licensable license to, for the duration of the Term:
• • a) use your Customer Data in any form or manner solely to the extent that this is necessary to provide You with the Trinity Services in accordance with the terms of this Trinity Customer Agreement;
• • b) and additionally after the Term, to host, use, distribute, run, publicly perform or display, translate, and create derivative works of Your Integration App for any business purpose in connection with operating, providing, or improving the Trinity Services or Trinity API, and including but not limited to a right to frame or link to your Integration App, and to analyze Your Integration App (including to assess your compliance with the Trinity Customer Agreement); and
• • c) and additionally after the Term, to use Your name and other branding, and the Integration App name and other branding (together Your “App Branding”) solely to the extent that this is necessary to enable Trinity to perform its obligations and exercise the rights granted under the Trinity Customer Agreement, including, without limitation, making Your Integration App available on the App Marketplace.
• • 4.3. You may not sub-license the right to access and/or use the Trinity Services to any third party. All rights in and to the Trinity Services, (including Trinity Content but excluding Customer Data) and Trinity Applications are reserved to Trinity.
• • 4.4. You shall not, and shall procure that Your Users shall not (whether directly or through a third party):
• • a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Trinity Services or the Trinity Applications unless such restriction is not permitted by law;
• • b) provide or resell the Trinity Services through an Integration App, or otherwise;
• • c) modify, translate, or create derivative works based on the Trinity Services or any Trinity Applications;
• • d) attempt to exceed or circumvent any express or implied limitations on use of the Trinity Services, including, but not limited to, in relation to the number of calls to the Trinity API or related use thereof, storage and data enrichment functionality, as set by Trinity from time to time and in its sole discretion and where such limitations may depend on the type of Plan purchased or taken;
• • e) use the Trinity Services or Trinity Applications for timesharing or service bureau purposes or otherwise for the benefit of a third party;
• • f) remove any proprietary notices or labels from the Documentation, Trinity Services and/or Trinity Applications;
• • g) permit or facilitate any third party to access or use the Trinity Services or use the same on behalf of any third party (which includes operating any form of facility on behalf of any third party or operating a software bureau or similar service);
• • h) unless otherwise expressly permitted for the purpose of an Integration App and pursuant to this Trinity Customer Agreement, or otherwise permitted by Trinity in writing, create internet "links" to the Trinity Services or Trinity Applications, or "frame" or "mirror" any Trinity Content on any other server or wireless or internet-based device;
• • i) attempt to circumvent security, license control or other protection mechanisms, or tamper with, probe, scan, test the vulnerability of or hack into or otherwise disrupt the Trinity Services or Trinity Applications or any associated website, computer system, server, router, or any other internet-connected device, including, without limitation, by overloading it or them with data or calls to the API;
• • j) employ any hardware, software, device, or technique to pool connections or reduce the number of devices or users that directly access or use the Trinity Services (sometimes referred to as 'virtualization', 'multiplexing' or 'pooling') in order to circumvent any restrictions on scope of authorized use contained in this Trinity Customer Agreement;
• • k) upload, store, post, email, transmit or otherwise make available by any means (including but not limited to through the Integration App) any Malicious Software;
• • l) upload, store, post, email, transmit or otherwise make available by any means (including but not limited to through the Integration App) any content (including but not limited to any Customer Data) that infringes any Intellectual Property Rights or data protection, privacy or other rights of any other person, is defamatory or in breach of any contractual duty or any obligation of confidence, is obscene, threatening, inciteful of violence or hatred, blasphemous, discriminatory (on any ground), knowingly false or misleading, or that does not comply with all applicable laws and regulations or is otherwise objectionable or prohibited;
• • m) impersonate any person or entity or otherwise misrepresent Your relationship with any person or entity;
• • n) engage in any fraudulent activity or further any fraudulent purpose;
• • o) provide false identity information;
• • p) attempt to gain or enable unauthorized access to the Trinity Services, Trinity Applications or its related systems or networks, and will not permit any third party to do any of the foregoing;
• • q) develop or use an Integration App to provide products or services that conflict or compete with the Trinity Services;
• • r) develop or use an Integration App to access or use the Trinity API for the purpose of monitoring the availability performance or function of the Trinity Services, or gathering any insights into the Trinity Services in any respect (including but not limited to for benchmarking purposes).
• • s) where your use of the Trinity Services incorporates AI workflow, fail to comply in any way with Google’s terms of use, usage policy and any and all other policies as updated from to time to time. The latest policies (as available at https://policies.google.com/or such other URL as they are published) are incorporated, mutatis mutandis, into this Trinity Customer Agreement by reference; and/or
• • t) where your use of the Trinity Services incorporates AI workflow, allow automated decision-making to make any decision relation to a Data Subject that has legal or similarly significant effects. Automated decision-making shall be used solely to support human decision-making in such cases.
• • 4.5. If You are an Approved Developer, the following additional restrictions apply:
• • a) You must not run any real business processes or use real Customer Data using the Trinity Services unless You have access to Trinity other than through the Developer Program; and
• • b) You must not exceed the data storage limits or any other usage limits that may be applicable to You, as set by Trinity in its sole discretion, or in the absence of such express limits, reasonable storage and usage limits as determined by Trinity in its sole discretion.
• • 4.6. For the avoidance of doubt, Trinity reserves the right to monitor use of Trinity Services and, from time to time and in its sole discretion, implement additional restrictions and limitations on Your and Your Users’ use of Trinity Services without notice, including, but not limited to, regarding data storage limits, API calls, data enrichment functionalities or generally Your access to some or all of the Trinity Services.
• • 4.7. You acknowledge and agree that where You or Your User develop an Integration App, You shall be fully responsible and liable for the Integration App including but not limited to its development, content, and maintenance. Trinity shall have no obligation to provide support to App Users or to You for the access, use of, development or delivery of the Integration Apps.    
• • 4.8. You will ensure You have, and Users have, suitable internet service and hardware, telecommunications services, and software necessary to access the Trinity Applications and receive the Trinity Services over the internet as recommended by Trinity from time to time. Trinity accepts no liability or responsibility for the performance of any such hardware, telecommunications services, software, or internet service, or for the performance or availability of the internet itself.
• • 4.9. You will permit Trinity and its nominated advisers to inspect and have access to any premises and hardware at or on which the Trinity Services is being accessed or used from and have access to any records kept in connection with the Trinity Customer Agreement, for the purpose of ensuring that Your and Your Users are in compliance with this Trinity Customer Agreement. You warrant that You will provide all reasonable co-operation, access, and assistance in relation to each audit and that You will procure the same from Users. Trinity will use its reasonable efforts to provide reasonable notice to You of any audit under this Clause 4.9.
• • 4.10. You shall at all times comply with the Trinity support documentation and Trinity API documentation available at https://Trinity3.co/docs and https://developers.Trinity3.co/#introduction respectively. All use of the Trinity brands, names, logos and assets must be pre-approved by Trinity in writing; please contact Trinity at brand@Trinity3.co for this consent prior to any such use.

5. Approval and Publication of Integration App(s)

• • 5.1. You shall not and shall procure that Your User(s) shall not publish or otherwise make available by any means, any Integration App unless the Integration App and an App Marketplace for its publication has been first approved by Trinity (which approval will be at Trinity’s sole discretion) following any approval process Trinity may undertake in its sole discretion.  
• • 5.2. We may verify information You provide to us during any reviews or approval process that we may undertake, and You shall at all times keep such information updated and complete and accurate.
• • 5.3. You shall not and shall procure that Your User(s) shall not make available any Integration App accessible by any App User unless You provide clear and accurate information to App Users regarding the use of the Integration App and any processing of information provided by the App User, and the App User first agrees to App Terms which shall, as a minimum:
• • a) make it clear that use of the Integration App requires an App User to be a User and only grants such access right to the Trinity Services as are strictly necessary for the App User to access their own Customer Data provided that they have the rights to do so in accordance with the terms of the Trinity Customer Agreement;
• • b) include disclosures, including a link to Your privacy notice, required for You to obtain App User consent or authorization to process the information that the App User provides;
• • c) make clear to the App User that the Integration App is created and made available by the Approved Developer or User as the case may be, and not Trinity, and that Trinity has no obligation to provide maintenance or support for the Integration App to You or the App User, or to fix any errors or defects in the Integration App;
• • d) prohibit the App User from reverse engineering, decompiling, disassembling or otherwise attempting to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Integration App, the Trinity Services, the Trinity Applications and/or the Trinity API, unless such restriction is not permitted by law;
• • e) only grant such access right as strictly necessary to use the Integration App to access their own Customer Data if they are a Customer or User of paid-for Trinity Services;
• • f) not grant any right or license whatsoever to the content or source code of the Integration App that would give such App User any right or license to Trinity Content and/or any Trinity’s Intellectual Property Rights; and
• • g) include all restrictions and limitations necessary to preserve Trinity’s rights and obligations under the Trinity Customer Agreement.
• • 5.4. You shall be responsible for protecting the privacy and legal rights of the App Users of Your Integration App. You shall provide legally adequate privacy notices to Your App Users and undertake any required data protection compliance steps as may be required by Data Protection Legislation. If any App User(s) provide You with any information including any Personal Data, You shall provide notice to such App User(s) that such information will be made available to Trinity. If You become aware of any violation of the terms of Clauses 4.3 and/or 4.4 by the App Users of Your Integration App, You shall immediately terminate such App User’s access to the Integration App.  
• • 5.5. You acknowledge and agree that Trinity shall be entitled to itself or through an authorized third party, perform any audit, test, or assessment (including but not limited to any penetration tests) on any Integration App (each an "App Test”), and You shall and shall procure that Your Users shall fully cooperate with Trinity in connection with the conduct of any App Test, including by providing any assistance or information reasonably requested by Trinity or any third party authorized by Trinity to conduct an App Test.  Without prejudice to any of Trinity’s other rights or remedies, if any App Test reveals a failure by You or Your Users to comply with any obligation under the Trinity Customer Agreement, You shall promptly and at Your own cost rectify any such failure and pay Trinity’s costs in conducting any such App Test. You shall immediately remove any Integration App made available by You upon Trinity’s instructions.
• • 5.6. Trinity may in its sole discretion suspend or end Your and/or Your Integration App’s access to the Trinity Services and or the Trinity API at any time with or without notice if Trinity believes (in its sole discretion) that You or Your Users are in breach of the Trinity Customer Agreement or that such action is needed to protect Trinity from legal or regulatory liability or to protect Trinity’s legitimate interests.

6. Administrator and Users

• • 6.1. You will designate one (1) or more natural persons as the responsible party for communication with Trinity, cancelling or modifying the Plan, and adding or removing Users (the "Administrator"). You warrant and represent that the Administrator will have the authority to bind the Customer, except that another duly authorized representative of the Customer may change the Administrator by giving notice to Trinity via email or, if applicable, assigning the role to a duly authorized User within the Trinity Applications.
• • 6.2. The Administrator may add or remove Users by inviting colleagues during the online sign-up process which involves providing Trinity their email address(es) or by adding colleagues within the Settings section of your account, again by providing Trinity their email address(es). By adding Users, you instruct us to contact such User(s) to notify them of the Trinity Services in order for them to gain access to some or all of such Trinity Services. You warrant to us that prior to adding a User, you have informed such User and gained consent from them for Trinity to contact them in this regard, and further warrant that you have provided them Trinity’s Privacy Policy upon which their consent is based. You undertake to only provide colleagues work email addresses and never any personal email addresses or contact information about a person whom you have not complied with the preceding obligations in respect of.
• • 6.3. You procure that the Administrator will only add or remove Users in accordance with the Plan, up to the number of Seats paid for and at all times in accordance with this Trinity Customer Agreement and Your lawful instructions. For the avoidance of doubt, if Your Plan only covers one Seat, You will be the Administrator and will not be able to add or remove any Users without upgrading to a paid-for Plan.
• • 6.4. You will make all Users read this Trinity Customer Agreement and make them aware particularly of the restrictions set out herein and procure that they shall accept the Acceptable Use Policy before using any of the Trinity Services.
• • 6.5. You will, and will procure that Users will, immediately notify Trinity if You or a User becomes aware of any breach of this Trinity Customer Agreement.
• • 6.6. You will be responsible for all access to and use of the Trinity Services by Your Users. You will be responsible for ensuring the security and confidentiality of all log-on identifiers, including usernames, API keys and passwords, assigned to, or created by You or any of Your Users in order to access or use the Trinity Services. You further acknowledge and agree that You will remain responsible for all activities that occur under any User account and any activity relating to the Trinity API accessed through Your API key.
• • 6.7. You will keep complete and accurate records of the Users and produce such records to Trinity on request from time to time.
• • 6.8. You will promptly notify Trinity upon becoming aware of any unauthorized access to or use of any the Trinity Services and provide all reasonable assistance to Trinity to prevent such unauthorized access or use.
• • 6.9. Trinity may use software tools to collect information and data, including Personal Data, relating to the way Users use the Trinity Services and Trinity Applications, including data concerning clickstreams, times of sessions and volumes of data accessed, and will retain and process information and data, including Personal Data, for the purposes of detecting and preventing breaches of Trinity’s network security, applicable laws, this Trinity Customer Agreement and the Privacy Policy, and to enhance its software.

7. Invoicing and payment

• • 7.1. All Fees are due and payable by the Customer in advance, either annually or monthly, in accordance with the chosen Plan.
• • 7.2. We may not require payment for as long as You are in a Free Trial or are otherwise permitted to gain access to some of the Trinity Services as part of the Developer Program. You do not have the right to a Free Trial or to join the Developer Program and Trinity reserves the right to start and end any Free Trial or Developer Program at its sole discretion. There can only be one Free Trial per Customer.
• • 7.3. Trinity offers the Trinity Services on different Plans that grant access to different features and vary in the amount of Fees payable for that Plan. Some features are reserved for subscribers of a specific Plan. You may choose a Plan when first signing up to Trinity Services and subsequently, may be able to change the Plan in accordance with following conditions:
• • a) changes to a higher-priced Plan may be made at any time within the Initial Term or thereafter and changes will take effect immediately; or
• • b) changes to a lower-priced Plan may only be made to take effect at any time after the Initial Term and no sooner than the commencement of the first Renewal Term.
• • 7.4. You may request a change to Your Plan subject to the conditions set out in Clause 7.3 above, either through the account management page within the Trinity Applications or by contacting Trinity customer support team at support@Trinity3.co.
• • 7.5. Users will have access to Trinity Services in accordance with the Plan chosen and paid for by the Customer. An Approved Developer will have access to the Trinity Services in accordance with the Plan for the Developer Program.
• • 7.6. Payment is due immediately and You are obliged to settle all invoices immediately. If You submit payment details for a credit card, debit card, direct debit or other a similar payment method (collectively, “Credit Card”) to us, You hereby authorize Trinity to automatically charge the Credit Card, including any applicable taxes, to settle any outstanding invoices, including Fees for any Renewal Terms. You acknowledge that certain Credit Cards may charge foreign transaction fees or other charges which will be Your responsibility to pay.
• • 7.7. If the number of Users authorized by You to use Trinity Services exceeds the number of Seats purchased by You or otherwise requires the payment of additional Fees, You agree to be billed for such usage and be automatically charged for the additional Fees.
• • 7.8. Subject to Clause 15.4, all Fees are non-refundable. For example, if You subscribed to Trinity Services with ten (10) Seats for an Initial Term of one (1) year and two months into the Initial Term, You wish to reduce the number of Seats to six (6), then Trinity will not be obligated to refund any Fees paid for the four (4) Seats no longer required. The number of Seats subscribed to will only reduce to six (6) at the beginning of the Renewal Term, subject to any other changes made before such time.
• • 7.9. Trinity reserves the right to change the Fees on thirty (30) days prior notice to You (which may be sent by email). Any change in the Fees will become effective at the end of the Initial Term or then-current Renewal Term.
• • 7.10. If any Fees are not successfully settled for any reason, You will remain responsible for any amounts not remitted to Trinity. Should automatic billing fail to occur for any reason, Trinity may attempt to charge the Credit Card one (1) or more times. Should payment continue to fail, Trinity may without liability to You:
• • a) suspend the Trinity Services or any part thereof; and/or
• • b) charge interest on the overdue amount at the rate of eight (8)% per annum above the base rate of the Bank of England (which interest will accrue daily until the date of actual payment and will be compounded at the end of each calendar month).
• • 7.10. All Fees are exclusive of VAT or any relevant local sales taxes, for which You will be responsible in accordance with applicable law.

8. Disclaimer

• • 8.1 Trinity Services are provided “as is” and “as available”. We do not provide warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement, or performance.
• • 8.2. Trinity does not warrant that the Trinity Services, including the Trinity API, and/or Trinity Applications will be uninterrupted, secure, available at any particular time or error free; nor does it make any warranty as to the results that may be obtained from use of the Trinity Services including in respect of any Integration App developed by You. We will have no responsibility for any harm to Your or any User’s computer system, loss or corruption of data, or other harm that results from Your or any User’s access to or use of Trinity Services or any Integration App. No information or advice obtained by You from Trinity, including vendor due diligence forms, messages, and information, will create any warranty not expressly stated in this Trinity Customer Agreement.
• • 8.3. If because of a technical, legal, or operational reason Trinity can no longer fulfil a provision in this Trinity Customer Agreement then Trinity may, at its sole discretion, declare said provision to be no longer binding. The sole and exclusively remedy for You in such a scenario will be that You may terminate this contract with thirty (30) days’ notice, though no damages are due, and no refund will be given.
• • 8.4. The operation of the Trinity Customer Referral Scheme is at Trinity’s discretion. The parties agree and acknowledge that updating the details of the scheme on the associated web page is reasonable and adequate notice for all purposes.

9. Intellectual Property Rights

• • 9.1. Nothing in this Trinity Customer Agreement will cause the ownership of any Intellectual Property Rights belonging to one party to be transferred to the other, except as set out in Clause 9.5.
• • 9.2. Trinity and/or its licensors will, as between the parties, remain the owner of all Intellectual Property Rights in Trinity's brands, trademarks and logos, the Trinity Services (including Trinity Content but excluding the Customer Data) and the Trinity Applications. Except as expressly permitted between the parties in writing or as otherwise set out in this Trinity Customer Agreement, You will not and will procure that Users will not use any of Trinity's Intellectual Property Rights without Trinity's prior written consent.
• • 9.3. If You become aware or suspect any improper or wrongful use of any of Trinity’s Intellectual Property Rights, You will promptly notify Trinity in writing of all circumstances relating to such improper or wrongful use. You will assist Trinity in taking all steps to defend Trinity's Intellectual Property Rights, but You will not institute legal proceedings of Your own accord.
• • 9.4. You will, as between the parties, remain the owner of all Intellectual Property Rights in the Customer Data. You warrant that You own the Customer Data and/or are otherwise entitled to grant the foregoing license and that the provision of the Customer Data to Trinity and exercise of any rights by Trinity in connection with the Customer Data will not breach any third party rights including any Intellectual Property Rights. If this Trinity Customer Agreement is terminated, the foregoing license will automatically terminate.
• • 9.5. If You or any Users provide Trinity with any feedback, comments, suggestions, enhancements, recommendations, or other input concerning the Trinity Services or any part thereof (collectively, “Feedback”), You hereby assign and/or procures Users to assign to Trinity all right, title, and interest in and to the Feedback, and agree and understand that Trinity is free to use the Feedback without payment, attribution, or restriction.
• • 9.6. To the extent that You or a User creates an Integration App, the parties shall each retain the ownership of the Intellectual Property Rights they each hold which feed into the Integration App. Trinity shall grant a limited, revocable license to use the Trinity Intellectual Property Rights which make up part of any Integration App, subject to the terms of the Trinity Customer Agreement. Trinity shall at all times be free to restrict, withdraw or limit any access or use of any of its Intellectual Property Rights at any time without liability to You or any User.

10. Warranties

• • 10.1. You (on Your own account and on behalf of any User) represent, warrant and undertake to Trinity that:
• • a) You have all right, power and authority to grant any rights under this Trinity Customer Agreement;
• • b) the development, supply and use of the Customer Data and Your Integration App(s), and the grant of any rights by You under this Trinity Customer Agreement, will be in accordance with all applicable laws and will not infringe the rights of any third party;
• • c) You will comply with all applicable law, and have obtained and undertake that You will maintain all consents, licenses and permissions required by You to grant the rights and perform any obligations under the Trinity Customer Agreement;
• • d) You will not insert or include, or permit or cause the insertion or inclusion in the Trinity Services or any Integration App, any Malicious Software, or anything else that might be reasonably prejudicial to Trinity’s reputation or its business;
• • e) You will use up to date, industry accepted anti-virus software to check for and prevent any Malicious Software being introduced into the Trinity Services or any Integration App; and
• • f) You will cooperate with Trinity to mitigate the effect of any Malicious Software found in any Integration App developed by You or Your User.
• • 10.2. You (on Your own account and on behalf of any User) represent, warrant and undertake to Trinity that, in respect of any Integration App You or Your User develops, the Integration App will:
• • a) be of satisfactory quality, free of any material defects and will be fit for its purpose;
• • b) comply with all requirements under the Trinity Customer Agreement, and as notified to You from time to time by Trinity;
• • c) comply with the terms of the Third Party Platform to which the Integration App connects, and all applicable law;
• • d) not degrade the functionality or performance of the Trinity Services or the Trinity API;
• • e) not contain or include any Malicious Software;
• • f) not, nor will You or Your User, modify, disclose, or use any Customer Data, except to the extent that this is necessary for the Integration App to function and perform in accordance with any permissions provided to the Integration App by the App User or where required by applicable law; and
• • g) have App Terms, which an App User must expressly agree to before the App User is able to use the Integration App.

11. Indemnity

You will indemnify Trinity against all loss or damage that Trinity incurs or suffers however arising as a result of or in connection with Your or Your Users use of the Trinity Services, any Integration App You or Your User(s) may create, the Customer Data, and Your and/or Your Users’ violation of this Trinity Customer Agreement.

12. Liability

• • 12.1. Nothing in this Trinity Customer Agreement limits or excludes either party's liability:
• • a) for death or personal injury caused by its negligence;
• • b) for fraudulent misrepresentation or for any other fraudulent act or omission;
• • c) to pay sums properly due and owing to the other in the normal course of performance of this Trinity Customer Agreement; and/or
• • d) for any other liability which may not lawfully be excluded or limited.
• • 12.2. Subject to Clause 12.1, in no event will Trinity, its directors, employees, partners, agents, suppliers, or affiliates be liable (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise) for any:
• • a) loss of profit, loss of sales, turnover, revenue or business;
• • b) loss of customers, contracts or opportunity;
• • c) loss of or damage to reputation or goodwill;
• • d) loss of anticipated savings;
• • e) loss of any software or data;
• • f) loss of use of hardware, software or data;
• • g) loss or waste of management or other staff time;
• • h) indirect, incidental, consequential, special, or punitive damages (including service interruptions, computer damage or system failure)
• • arising out of or relating to Your or Your Users’ access to or use of or inability to access or use of the Trinity Services or any part thereof; any use of or inability to access or use any Integration App; Your creation, development or delivery of, or inability thereof, any Integration App; any conduct or content of any third party on the Trinity Services and/or Trinity Applications; any content obtained from the Trinity Services; any conduct or content of any Users; and, any unauthorized access, use or alteration of Your or Your Users’ transmissions or content, including Customer Data, whether based on warranty, contract, tort (including negligence) or any other legal theory and whether or not advised of the possibility of such losses.
• • 12.3. Subject to Clauses 12.1 and 12.2, Trinity's total aggregate liability arising out of or relating to this Trinity Customer Agreement or its subject matter and to anything which it has done or not done in connection with the same (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise) will be limited to the total amount of Fees actually paid by You in the twelve (12) months preceding the event giving rise to the claim.

13. Confidentiality

• • 13.1. Subject to Clause 13.2, each party will:
• • a) keep confidential all Confidential Information of the other party which it receives in connection with the provision or receipt of the Trinity Services;
• • b) apply to such Confidential Information no lesser security measures and degree of care than those which it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting the same;
• • c) only use such Confidential Information as strictly necessary for the performance of, or exercise of its rights under, this Trinity Customer Agreement;
• • d) not disclose such Confidential Information to any third party (other than its professional advisers, officers, employees, agents, contractors, and sub-contractors on a 'need to know' basis as strictly required in accordance with this Trinity Customer Agreement and subject to each such person being bound by an obligation of confidentiality no less favorable than this Clause 13; and
• • e) promptly, upon request and, in any event, upon termination of the Trinity Customer Agreement (for whatever reason), return to the other party all materials (in whatever form) incorporating, embodying, or recording any such Confidential Information in its possession or control and, if requested by the other party, certify in writing that it has done so.
• • 13.2. Confidential Information will not include any information that the recipient can establish:
• • a) was publicly known and made generally available in the public domain prior to the time of disclosure;
• • b) becomes publicly known and made generally available after disclosure through no breach of this Trinity Customer Agreement or any other contractual obligation;
• • c) is already known by or legally in the possession of the recipient at the time of disclosure; and/or
• • d) is lawfully disclosed to the recipient, without any obligations of confidentiality owed by a third party.
• • 13.3. Either party may disclose the other's Confidential Information to the extent required by law or by any court, tribunal, regulator, or other authority with competent jurisdiction to order its disclosure (but only to the extent of such requirement).
• • 13.4. You acknowledge and agree that the Trinity Services (including Trinity Content but excluding Customer Data) and Trinity Applications and the terms of this Trinity Customer Agreement, including, in particular, the pricing, constitute Confidential Information of Trinity. Trinity acknowledges and agrees that the Customer Data constitutes Your Confidential Information.
• • 13.5. Notwithstanding anything to the contrary, Trinity will have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Trinity Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Trinity will be free to:
• • a) use such information and data to improve and enhance the Trinity Services and for other development, diagnostic and corrective purposes in connection with the Trinity Services and other Trinity offerings; and
• • b) disclose such data solely in aggregate or other de-identified form.

14. Data Protection

The parties agree that they shall each comply with the requirements of Data Protection Legislation and that the terms of Trinity’s Data Processing Addendum shall apply to the processing (as defined in the Data Protection Legislation) of Personal Data (as defined in the Data Protection Legislation) in the Customer Data, pursuant to this Trinity Customer Agreement.

15. Termination and effect of termination

• • 15.1. Without affecting any other right or remedy available to it, Trinity or You may terminate this Trinity Customer Agreement with immediate effect by giving written notice to the other party if:
• • a) the other party fails to pay any amount due under this Trinity Customer Agreement on the due date for payment and remains in default not less than fourteen (14) days after being notified in writing to make such payment;
• • b) the other party commits a material breach of this Trinity Customer Agreement which is irremediable or if remediable is not remedied within a period of fourteen (14) days after being notified in writing of the breach; or
• • c) the other party becomes insolvent, makes composition with its creditors, has a receiver or administrator of its undertaking or the whole or a substantial part of its assets appointed, or an order is made, or an effective resolution is passed, for its administration, receivership, liquidation, winding-up or other similar process, or has any distress, execution or other process levied or enforced against the whole or a substantial part of its assets (which is not discharged, paid out, withdrawn or removed within twenty-eight (28) days), or is subject to any proceedings which are equivalent or substantially similar to any of the foregoing under any applicable jurisdiction, or ceases to trade or threatens to do so.
• • 15.2. On termination, You will pay in full for the Trinity Services up to and including the last day on which the Trinity Services are provided. Upon any termination, Trinity will make all Customer Data available to You for electronic retrieval for a period of thirty (30) days, but thereafter Trinity may, but is not obligated to, delete stored Customer Data.
• • 15.3. All sections of this Trinity Customer Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
• • 15.4. Trinity may terminate this Trinity Customer Agreement at any time and without notice. In cases of immediate termination without cause by Trinity, Trinity will refund You the paid but unused portion of Fees for the remainder of the Initial Term or Renewal Term as the case may be.
• • 15.5. Without prejudice to Clauses 15.1, 15.2 or 15.4, Trinity may, in addition, and without liability, terminate this Trinity Customer Agreement, or alternatively, may suspend access to and use of the Trinity Services of any part thereof, by giving notice to You if any provision of this Trinity Customer Agreement is breached.

16. Force Majeure

Neither party will be liable to the other for any failure or delay in performing its obligations under this Trinity Customer Agreement except for Your payment obligations, which arises because of any circumstances which it cannot reasonably be expected to control (which will include Act of God, pandemics, explosion, flood, tempest, fire or accident, war or threat of war, sabotage, insurrection, civil disturbance or requisition, acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, import or export regulations or embargoes, strikes, lock-outs or other industrial actions or trade disputes (whether involving personnel of Trinity or a third party), difficulties in obtaining raw materials, labor, fuel, parts or machinery or breakdown in machinery, or interruption or failure of the internet or of any network, telecommunications, power supply or infrastructure, or any provider of any of the foregoing, but will not include shortage or lack of available funds on Your part), provided that it:

• • a) notifies the other in writing as soon as reasonably practicable about the nature and extent of the circumstances and likely effects;
• • b) uses reasonable efforts to mitigate the effects of the circumstances so as to minimize or avoid any adverse impact on the other; and
• • c) uses reasonable efforts to resume performance as soon as reasonably practicable.

17. Publicity

You agree that Trinity may use Your name or logo to list You as an Trinity customer on its website and in other marketing materials.

18. General

• • 18.1. Unless the parties expressly agree otherwise in writing, if a party:
• • a) fails to exercise or delays exercising or only exercises partially any right or remedy provided under this Trinity Customer Agreement or by law; or
• • b) agrees not to exercise or to delay exercising any right or remedy provided under this Trinity Customer Agreement or by law; then that party will not be deemed to have waived and will not be precluded or restricted from further exercising that or any other right or remedy.
• • 18.2. No agency, partnership, joint venture, or employment is created as a result of this Trinity Customer Agreement and neither Customer nor Trinity will have any authority of any kind to bind the other in any respect whatsoever.
• • 18.3. If any provision of this Trinity Customer Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Trinity Customer Agreement will otherwise remain in full force and effect and enforceable.
• • 18.4. You may not assign, transfer or sub-license Your rights under this Trinity Customer Agreement except with Trinity’s prior written consent. Trinity may transfer and assign any of its rights and obligations under this Trinity Customer Agreement without Your consent.
• • 18.5. Except as expressly set out herein, a person who is not a party to this Trinity Customer Agreement will have no rights under or in connection with it, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
• • 18.6. Each party will at all times ensure that it complies with the terms of the Bribery Act 2010 and that it does not commit (or procure the commission of) any breach of that Act.
• • 18.7. This Trinity Customer Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to its subject matter, including but not limited to vendor due diligence information that Trinity may have provided. All waivers and modifications of this Trinity Customer Agreement must be in a writing signed by both parties, except as otherwise provided herein. Provided always that nothing in this Clause 18.7 will operate to limit or exclude any liability for fraud or fraudulent misrepresentation, no other representations or terms will apply or form part of this Trinity Customer Agreement and each party acknowledges that it has not been influenced to agree to this Trinity Customer Agreement by, and will have no rights or remedies (other than for breach of contract) in respect of, anything the other party has said or done or committed to do, except as expressly recorded herein.
• • 18.8. This Trinity Customer Agreement is governed by the laws of England and Wales. All parties submit to the exclusive jurisdiction of the English courts in relation to any dispute arising out of or in connection with this Trinity Customer Agreement or its subject matter, but Trinity is also entitled to apply to any court worldwide for injunctive or other remedies in order to protect or enforce its Intellectual Property Rights.  Notwithstanding the foregoing, if You are incorporated or otherwise established in the United States then the Trinity Customer Agreement is governed by the laws of the State of Delaware and You are expressly agreeing to the following mandatory arbitration of disputes:
• • a) This Trinity Customer Agreement and any separate agreements whereby We provide You Trinity Services, and any dispute between You and Us, shall be governed by and construed in accordance with the laws of  the State of Delaware without regard to principles of conflicts of law that would result in the application of the law of any other jurisdiction, except that the Federal Arbitration Act shall govern the interpretation and enforcement of the arbitration provisions set forth below. Unless You and We agree otherwise, in the event that this Clause 18.8 is found not to apply to You or to a particular claim or dispute, either as a result of Your decision to opt-out of the Arbitration Procedures or as a result of a decision by the arbitrator or a court order, You agree that any claim or dispute that has arisen or may arise between You and Us must be resolved exclusively by a state or federal court located in the State of Delaware, except that You or We are permitted to: (i) bring small claims actions in state court in the county in which You reside if such court has a small claims procedure and if such court is located in the United States of America; (ii) bring claims for injunctive relief in any court having jurisdiction over the Parties; or (iii) seek enforcement of a judgment in any court having jurisdiction over the Parties. To the extent permitted by law, You and We agree to waive trial by jury in any court proceeding;
• • b) Except if You opt-out or for disputes relating to Your or Our Intellectual Property Rights, You agree that all disputes between You and Us (whether or not such dispute involves a third party) arising out of or relating to this Trinity Customer Agreement, the Trinity Services, and/or our Privacy Policy shall be finally resolved by arbitration before a single arbitrator conducted in the English language in the State of Delaware, U.S.A. under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and You and We hereby expressly waive trial by jury. You and We shall appoint as sole arbitrator a person mutually agreed by You and Us or, if You and We cannot agree within thirty (30) days after either Party’s request for arbitration, such single arbitrator shall be selected by the AAA upon the request of either Party. The Parties shall bear equally the cost of the arbitration (except that the prevailing Party shall be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator). All decisions of the arbitrator shall be final and binding on both Parties and enforceable in any court of competent jurisdiction. Notwithstanding the foregoing, application may be made to any court for a judicial acceptance of the award or order of enforcement. Under no circumstances shall the arbitrator be authorized to award damages, remedies or awards that conflict with this Trinity Customer Agreement;
• • c) Any claims brought by You or Us must be brought in such Party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.  You agree and acknowledge that neither You nor We will participate in a class action or class-wide arbitration for any claims covered by this Trinity Customer Agreement.  You hereby waive any and all rights to bring any claims related to these terms and/or our Privacy Policy as a plaintiff or class member in any purported class or representative proceeding.  You understand and agree that You may bring claims only on Your own behalf;
• • d) You may opt out of this Agreement to Arbitrate. If You do so, neither You nor We can require the other to participate in an arbitration proceeding. To opt out, You must notify us in writing within thirty (30) days after the date that You first became subject to this arbitration provision. The opt-out notice must state that You do not agree to the Agreement to Arbitrate and must include Your name, address, phone number, Your account information, if applicable, to which the opt-out applies and a clear statement that You want to opt out of this Agreement to Arbitrate. You must sign the opt-out notice for it to be effective. This procedure is the only way You can opt out of the Agreement to Arbitrate. You must use this address to opt out: support@Trinity3.co, Trinity Technology Inc., 1449 S Michigan Ave STE 13023 Chicago, IL 60605;
• • e) Notwithstanding any provision in this Trinity Customer Agreement to the contrary, You and We agree that if We make any change to the Arbitration Procedures (other than a change to any notice address or Website link provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against Us prior to the effective date of the change. Moreover, if We seek to terminate the Arbitration Procedures from this Trinity Customer Agreement, such termination shall not be effective until thirty (30) days after the version of the Trinity Customer Agreement not containing the Arbitration Procedures is posted to our Website and shall not be effective as to any claim that was filed in a legal proceeding against Us prior to the effective date of removal; and
• • f) This Agreement to Arbitrate will survive the termination of Your relationship with Us.

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