Triafy Terms of Service

Last Updated: March 3rd, 2020

These Terms of Service (“Terms”) constitute a binding, legal agreement between you and Summit Venture Group, LLC, dba Triafy (“Triafy”), a Florida limited liability company, and apply to your access to and use of this website (“Site”) and our Service (as defined below). By clicking “Sign Up” or otherwise using or accessing our Site or Service, you agree to these Terms. If you do not agree to these Terms, including the mandatory arbitration provision and class action waiver, do not use our Site or Service.

We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Service or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately and your continued use of our Service after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Service.
01

Definitions

In addition to the capitalized terms defined within these Terms, the following capitalized terms will have the following meanings:

“Aggregated Information” means aggregated, anonymous data and statistical information about the use of this Site and/or our Service.“Triafy”, “our”, “us”, and “we” means Summit Venture Group, LLC dba Triafy and its successors and assignees.

“Customer”, “user”, “you” and “your” means any person who visits or uses this Site, registers to use or uses the Service or submits information through this Site.

“Customer Data” means all data that is provided through this Site for hosting, analytics, report building and/or other data processing Services, including Personal Information.

“DPA” means the data processing agreement of Triafy available at https://Triafy.com/dpa/ as amended from time to time.

“Personal Information” means all personally identifiable information provided through this Site for purposes of using this Site or the Service, including, without limitation, your name, company’s name, contact information, username, password, other log-in information and credit card information.

“Service” means the service or services, as applicable, provided through this Site, including, without limitation, all web-based analytics, web-based dashboards, report building and other data processing services, as well as all additional services, if any, provided through this Site.

“Site” means this website, the Software Agent (defined below) and all of our current and future intellectual property rights and proprietary technology relating to this Site, including, without limitation, all copyrights, patents, trademarks and software.
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Privacy Policy

Please refer to our Privacy Policy for information about how Triafy collects, uses and discloses information from our users.

Acceptable Use Policy

Access to and use of the Site and Service is governed by our Acceptable Use Policy. Failure to comply with our Acceptable Use Policy may result in, among other actions, suspension or termination of your right to access and use the Site and Service. Our Acceptable Use Policy is hereby incorporated into and made a part of these Terms by reference.

Eligibility, Usernames and passwords

By accessing or using the Site and Service, you represent and warrant that you are at least 18 years old.

In order to use the Service, you must register for an account on the Site with a username and password. You can invite and enable your employees or agents to create an account and access and use the Service on your behalf. Each account may only be used by one person. A single account shared by multiple people is not permitted. You agree to and will ensure that each of your agents that is invited to register for an account will (a) provide accurate, truthful, current and complete information when creating an account; (b) maintain and promptly update your account information; (c) maintain the security of your account by not sharing your password with others and restricting access to your account and your computer or mobile device; (d) promptly notify Triafy if you discover or otherwise suspect any security breaches related to the Site, Service or your account; and (e) take responsibility for all activities that occur under your account and accept all risks of unauthorized access. YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY, MAINTENANCE, AND PROPER USE OF YOUR USERNAME, PASSWORD AND ACCOUNT.

Triafy may prohibit access to and use of the Services at any time for any reason, including upon request from Customer. Triafy may, in our sole discretion and at any time, decide to change your username or password upon notice to you.

If you discover at any time that you have been granted access to any information or documents contained on this Site and/or the Service that you are not authorized to access or view, you shall (i) immediately cease any access to such information; (ii) take reasonable steps to prevent the disclosure of any such unauthorized information; and (iii) immediately inform Triafy of such access.

Access and Use of the Site and Service

a. Your Rights

Subject to Customer’s continued compliance with these Terms, Triafy hereby grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the term to access and use the functionalities provided by the Site and Service.You are only entitled to use this Site and the Service for lawful purposes and as expressly permitted by these Terms. By using or accessing this Site, registering to use or using the Service, or submitting information through this Site or the Service, you represent to Triafy that you (i) are authorized to act on behalf of the legal entity contracting with Triafy to agree to these Terms; (ii) agree to comply with all applicable rules, regulations, and laws regarding online conduct and transmission of information; (iii) agree to be bound by these Terms; and (iv) will comply with our Acceptable Use Policy and your obligations under the DPA. To determine your compliance with these Terms, we reserve the right, without obligation, to monitor your use of this Site and/or the Service.

b. Restrictions; Limitations

The rights granted under this Section do not include or authorize: (i) modifying, disassembling, decompiling, reverse engineering or otherwise making any derivative use of the Site, Service or any products or using or accessing the Site or Service to build a competitive product or service; (ii) using any data mining, robots or similar data gathering or extraction methods except as provided by the Site or Service; (iii) downloading (other than page caching) of any portion of the Site or Service or any information contained on Site or Service; (iv) performing or disclosing any benchmarking or performance testing of the Site or Service; (v) licensing or sublicensing the Site or Service to any third party; or (vi) using any of the Services other than for its intended use. The rights granted under this Section 5 will immediately and automatically terminate if Customer does not comply with any material term or condition of these Terms.

Software Agent

Our Service may require you to download a software agent (“Software Agent”) so you can provide Customer Data and Personal Information through this Site for use with the Service. Subject to Customer’s continued compliance with these Terms, Triafy hereby grants you a limited, non-exclusive, non-transferable, revocable license to use the Software Agent solely to provide Customer Data and Personal Information through this Site for use of the Service. Our Service may update the Software Agent on your device automatically when a new version is available, and you hereby authorize such updates. Excessive use of the Software Agent (determined at the sole discretion of Triafy) to access this Site or use the Service or for any other reason may result in a suspension or termination of your use of this Site and/or the Service.

Proprietary Right

As between you and Triafy, Triafy owns all right, title and interest in and to this Site and the Service. Customer releases all rights to business process or knowledge (e.g., IT triage best practice questions or instructions) that has been shared by Customer with Triafy employees and officers. Such information may be incorporated into Triafy’s Site or Services at the discretion of Triafy. Except as otherwise specified in these Terms, Customer does not obtain any rights to the Site or Services, including any related intellectual property rights. Triafy reserves all rights not expressly granted to you in these Terms.

Availability

Your use of this Site and/or the Service may be interrupted from time to time for any or no reason, including, without limitation, the malfunction of equipment; periodic updating, maintenance or repair of this Site and/or the Service or; other actions that we may take in our sole discretion and from time to time. We reserve, on behalf of Triafy and its service providers, the right to modify, suspend, or discontinue the availability of this Site and/or the Service, or any portion or feature of either, at any time and in our sole discretion, without prior notice and without liability to you. You, and not Triafy, are solely responsible for maintaining, protecting, backing-up and providing redundant access to your Customer Data and Personal Information.

Jurisdictional restrictions

By accessing or using the Site or Service, you consent to the processing, transfer and storage of Customer Data in and to the United States and other countries, where you may not have the same rights and protections as you do under local law. We reserve the right, at any time and in our sole discretion, to limit the availability and/or use of this Site and/or the Service to any person, geographic area, or jurisdiction. Subject to the provisions of the DPA, you shall, at all times, comply with all applicable laws and regulations of the United States and all other applicable governmental entities governing, restricting or otherwise pertaining to the use, transmission, display, exporting or importing of data, products, services and/or technical information.

Payments

a. Triafy Subscriptions

Our different subscription plans and pricing information related to access and use of the Services (each, a “Subscription”) on a periodic basis can be found on our pricing page.

b. Continuous Subscriptions

WHEN CUSTOMER REGISTERS FOR A SUBSCRIPTION, CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) Triafy (OR OUR THIRD PARTY PAYMENT PROCESSOR) IS AUTHORIZED TO CHARGE CUSTOMER EVERY MONTH FROM THE DATE OF THE ORIGINAL PURCHASE OR OTHER PERIODIC BASIS (AS SELECTED BY CUSTOMER VIA THE SERVICES) FOR CUSTOMER’S SUBSCRIPTION (IN ADDITION TO ANY APPLICABLE TAXES AND OTHER CHARGES) FOR AS LONG AS CUSTOMER’S SUBSCRIPTION CONTINUES, AND (B) CUSTOMER’S SUBSCRIPTION IS CONTINUOUS UNTIL CUSTOMER CANCELS IT OR Triafy SUSPENDS OR STOPS PROVIDING ACCESS TO THE SERVICES IN ACCORDANCE WITH THIS AGREEMENT.

c. Cancellation

You may cancel your Subscription at any time by logging into your account on the Site and following the instructions to cancel. Your cancellation is effective at the end of the current Subscription term (billing period). Once you cancel your account and Subscription, the Customer Data you have uploaded to the Site or Service will only be available or accessible for a period of up to 30 days. You have the right during this 30 day period to request us to return (or make available for download) or delete your Customer Data. After expiry of this 30 day period we shall delete your Customer Data in any event, subject to and in accordance with the provisions of the DPA. You will remain responsible for all charges (including applicable taxes and other charges) incurred with respect to fees processed prior to the cancellation of your Subscription. We do not provide refunds if you decide to stop using the Service during your current Subscription term. If, however, we selectively terminate your access to the Site or any Service without your breach of these Terms, we may offer you a pro rata refund of prepayments you made to us. Any refunds will be provided via the same payment method originally used for payment.

d. Free or Promotional Trials

From time to time, to the extent legally permitted, Triafy may offer free or reduced rate promotional trials of certain Subscriptions for specified periods of time without payment or for a reduced promotional price. If Triafy offers Customer a free or promotional trial, the specific terms of the free or promotional trial will be provided in the marketing materials describing the particular trial, during the online registration process when the code for the trial is entered on the Site. ONCE THE FREE OR PROMOTIONAL TRIAL ENDS, CUSTOMER AUTHORIZES Triafy (OR OUR THIRD PARTY PAYMENT PROCESSOR) TO BEGIN CHARGING CUSTOMER’S DESIGNATED PAYMENT METHOD ON A RECURRING BASIS FOR CUSTOMER’S SUBSCRIPTION (PLUS ANY APPLICABLE TAXES AND OTHER CHARGES) FOR AS LONG AS THE SUBSCRIPTION CONTINUES, UNLESS CUSTOMER CANCELS THE SUBSCRIPTION PRIOR TO THE END OF THE FREE OR PROMOTIONAL TRIAL OR OTHERWISE CANCELS THE SUBSCRIPTION IN ACCORDANCE WITH THIS SECTION. INSTRUCTIONS FOR CANCELING CUSTOMER’S SUBSCRIPTION ARE DESCRIBED IN SECTIONS 10(b) AND 10(c) ABOVE.

e. Pricing and Availability

All prices are shown in U.S. dollars and applicable taxes and other charges, if any, are additional. Triafy reserves the right to adjust prices as Triafy may determine in its sole discretion, at any time and without notice; provided, however, that if Triafy changes the amounts or other charges associated with Customer’s Subscription, Triafy will use reasonable efforts to provide advance notice of such changes in accordance with this Section. Triafy will not, however, be required to notify Customer of changes in any applicable taxes. The Service, Site and Subscriptions are subject to availability, and we reserve the right to impose quantity limits on any order, to reject all or part of an order, or to discontinue offering certain Services or Subscriptions without prior notice, even if Customer has already placed an order.

f. Payment and Billing Information

By providing a payment method that Triafy accepts, Customer represents and warrants that Customer is authorized to use the designated payment method and that Customer permits Triafy (or our third party payment processor) to charge Customer’s payment method for the total amount of Customer’s Subscription or other purchase (including any applicable taxes and other charges). If applicable, Customer agrees to comply with any applicable cardholder agreement. If the payment method cannot be verified, is invalid or is otherwise not acceptable, Customer’s order or Subscription may be suspended or cancelled. Customer must resolve any problem Triafy encounters in order to proceed with Customer’s order. In the event Customer wants to change or update payment information associated with Customer’s account, Customer can do so by logging into the Services and editing the payment information. Customer acknowledges that the amount billed may vary due to promotional offers, changes to your Subscription or changes in applicable taxes or other charges, and Customer authorizes Triafy (or our third party payment processor) to charge Customer’s payment method for the corresponding amount. You acknowledge that you are solely responsible for any penalties or fees charged by the designated payment method or payment processor in the event of any chargeback or disputed payment that is not properly disputed under Section 10(i) below.

g. Taxes

Customer is responsible for any sales, duty or other governmental taxes or fees due with respect to Customer’s purchase of a Subscription. Triafy will collect applicable sales tax if it determines that Triafy has a duty to collect sales tax. Triafy will present any taxes that it is required to collect at checkout, but note that actual taxes charged may be adjusted from the amount shown at checkout. Several factors may cause this, such as variances between processor programs and changes in tax rates.

h. Non-payment and late fees

In the event of non-payment, Triafy will have the right, with or without notice, to suspend or immediately terminate your access to the Service. We may determine whether or not to reinstate your access to the Service upon receipt of payment in full of all sums owed. Any payment not received by Triafy on or before thirty (30) days following the due date shall automatically be assessed a late payment fee equal to the lesser of (i) the maximum allowed by applicable law; or (ii) the greater of ten (10%) percent of the unpaid amount or $50. Any payment not received by Triafy on or before thirty (30) days following the due date shall also bear interest from the due date until paid in full at the lesser of one and a half percent (1.5%) per month or the maximum rate allowed by applicable law. If Triafy is required to use a collection agency or attorney to collect money owed by you, you agree to pay the reasonable cost of collection. These collection costs include, but are not limited to, any collection agency’s fees, reasonable attorneys’ fees and court costs.

i. Disputed charges

Subject to applicable law, if you intend to dispute a charge or request a credit, you must contact Triafy in writing within thirty (30) days of the date on the invoice. You hereby waive any right to dispute a charge or receive a credit for a charge that you do not report within thirty (30) days of the date on the applicable invoice. To dispute an invoice, you must send Triafy a written itemized description of the specific items you dispute as contained in such invoice. The parties agree to use commercially reasonable efforts to timely resolve billing disputes.

Names and Markings

As between you and Triafy, Triafy reserves all right, title and interest in and to the name “Triafy” and all other service names, trade names and trade dress owned and/or operated by Triafy, as well as all of Triafy’s URLs, website domain names, graphics, logos, page headers, button icons, scripts and other markings (collectively, “Names and Markings”). You may not use any of the Names and Markings without our express, prior written permission. You shall not delete or in any other manner alter the copyright, trademark, and other proprietary notices appearing on this Site or in any way connected with the Service. We make no proprietary claim to any third party names, copyrights, service marks, trademarks, or trade dress appearing on this Site. Any third party names, copyrights, service marks, trademarks, or trade dress appearing on this Site are property of their respective owners. Without our express, prior written consent, you may only print, download, or otherwise use the Names and Markings for your own internal, non-commercial use consistent with these Terms and applicable law. Except as otherwise permitted applicable laws, no other copying, distribution, redistribution, transmission, publication, or use is permitted.

Customer Data and Data Protection

As between you and Triafy, you exclusively own all right, title and interest in and to all Customer Data. You hereby grant Triafy a limited, non-exclusive, royalty-free, fully paid-up, transferable, sublicensable, worldwide right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, and distribute the Customer Data as may be necessary for Triafy to provide the Service. Each party undertakes to comply with its obligations under relevant applicable data protection or data privacy laws, principles and agreements. To the extent that Personal Information is processed when You or Your users’ use the Site or Service, the parties acknowledge that Triafy is a data processor and You are a data controller and the parties shall comply with their respective statutory data protection and data privacy obligations and the terms of the DPA.For more information about how we handle your Customer Data, please read our Privacy Policy.

Aggregated Information

As between you and Triafy, Triafy exclusively owns all right, title and interest in and to all Aggregated Information. Aggregated Information does not include Personal Information. For more information about how we handle Aggregated Information, please read our Privacy Policy.

Feedback

You may voluntarily provide Triafy with suggestions, information, enhancement requests, recommendations or other feedback relating to the performance and features of this Site and/or the Service (“Feedback”). You hereby grant to Triafy an exclusive, royalty-free, irrevocable, perpetual, transferable, sublicensable, worldwide right and license to reproduce, use, disclose, exhibit, display, transform, create derivative works and distribute any such Feedback without limitation, without acknowledgement or compensation to you. Any Feedback may or may not be treated confidentially by Triafy.

Repeat Infringer Policy; Copyright Complaints

In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others. If you believe that anything on our Service or Site infringes any copyright that you own or control, you may notify Triafy’s Designated Agent as follows: Designated Agent: Copyright AgentAddress: Summit Venture Group, LLC dba Triafy500 E Kennedy Blvd#300Tampa, FL 33602USAE-mail: support@Triafy.comPlease see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly mis-represent that any activity or material on our Services is infringing, you may be liable to Triafy for certain costs and damages.

Publicity

You hereby grant Triafy the right to reference and use your name, logos and trademarks, and disclose the nature of the Service provided to you by Triafy, in Triafy’s business development and marketing efforts and materials, including, without limitation, on the Site.

Third-Party Content

We may provide information about or links to third-party products, services, activities or events, or we may allow third parties to make their content and information available on or through the Site or Service (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. Triafy does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content and your access to and use of such Third-Party Content is at your own risk.

Disclaimer of Warranties

YOU AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY PROVISIONS SET FORTH BELOW ARE REASONABLE, REFLECT AN INFORMED, VOLUNTARY ALLOCATION OF THE RISKS BOTH KNOWN AND UNKNOWN THAT MAY EXIST IN CONNECTION WITH THESE TERMS, AND ARE FUNDAMENTAL ELEMENTS OF THESE TERMS WHICH MATERIALLY INDUCED TRIAFY TO ENTER INTO THESE TERMS.THIS SITE AND THE SERVICE, INCLUDING, BUT NOT LIMITED TO, ALL CONTENT, LICENSES, FUNCTIONS, MATERIALS, AND INFORMATION ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND.TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM, AND YOU HEREBY WAIVE, ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THESE TERMS, THIS SITE AND THE SERVICE, EITHER EXPRESS OR IMPLIED, WHETHER ARISING UNDER ANY STATUTE, LAW, COMMERCIAL USAGE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.WE DO NOT WARRANT THAT THIS SITE, THE SERVICE, OR ANY DATA, MATERIALS, OR CONTENT CONTAINED THEREIN, SHALL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS SHALL BE CORRECTED; THAT THIS SITE OR THE SERVICE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THAT THIS SITE OR THE SERVICE WILL BE SECURE FROM UNAUTHORIZED ACCESS; OR THAT THIS SITE OR THE SERVICE WILL DETECT EVERY SECURITY OR OTHER VULNERABILITY OF YOUR DEVICE, NETWORK OR SYSTEM. WE DO NOT WARRANT THAT THIS SITE AND/OR THE SERVICE WILL MEET YOUR REQUIREMENTS, ARE COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE PLATFORM. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY TRIAFY OR ANY OF OUR AUTHORIZED REPRESENTATIVES WILL SERVE TO CREATE OR EXPAND THE SCOPE OF ANY WARRANTY. WE MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY PRODUCTS, SERVICES, CONTENT, DATA, MATERIAL, SOFTWARE, EQUIPMENT, OR HARDWARE. YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT USE OF THIS SITE AND THE SERVICE IS AT YOUR SOLE RISK. THE DISCLAIMER OF WARRANTIES SET FORTH IN THESE TERMS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL CONTINUE TO APPLY EVEN IF ANY EXCLUSIVE REMEDY HEREUNDER FAILS OF ITS ESSENTIAL PURPOSE.Some state laws do not allow disclaimers of implied warranties. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TRIAFY WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY—WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, WARRANTY, OR OTHERWISE—FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES OR LOST PROFITS, EVEN IF TRIAFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL TRIAFY BE RESPONSIBLE FOR ANY BUSINESS INTERRUPTIONS CAUSED BY YOUR USE OF THIS SITE AND/OR THE SERVICE OR YOUR INABILITY TO ACCESS THIS SITE AND/OR THE SERVICE. UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE TO YOU FOR THE COST OF PROCUREMENT OF REPLACEMENT PRODUCTS, SOFTWARE, SERVICES, DATA, CONTENT OR MATERIAL. THE CUMULATIVE LIABILITY OF TRIAFY TO YOU FOR ALL CLAIMS RELATING TO THESE TERMS, YOUR USE OF THIS SITE AND/OR THE SERVICE, OR SUBMISSION OF INFORMATION THROUGH THIS SITE OR THE SERVICE, IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF THE GREATER OF (I) ALL FEES PAID BY YOU TO TRIAFY DURING THE SIX MONTH BILLING PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE DAMAGE OR LOSS OCCURRED OR THE CAUSE OF ACTION AROSE; OR (II) $500. THE LIMITATION OF LIABILITY SET FORTH IN THESE TERMS FORMS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL CONTINUE TO APPLY EVEN IF ANY EXCLUSIVE REMEDY HEREUNDER FAILS OF ITS ESSENTIAL PURPOSE.Some state laws do not allow limitations on certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you.

Indemnification

You will defend, indemnify, and hold harmless Triafy and its officers, directors, shareholders, employees, affiliates, independent contractors, agents, successors, assigns, and representatives from and against all claims and expenses, including, but not limited to, attorneys’ fees and costs, arising out of, or attributable to (a) your breach or violation of these Terms; (b) your failure to provide accurate, complete, and/or current information when using this Site, registering to use or using the Service, and/or submitting information through this Site or the Service; (c) your use of or access to this Site or the Service; (d) your Feedback, (e) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); and (f) your conduct in connection with the Service or Site.

Dispute resolution

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Triafy and limits the manner in which you can seek relief from us.Except for small claims disputes in which you or Triafy seek to bring an individual action in small claims court located in Hillsborough County, Florida, or disputes in which you or Triafy seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and Triafy waive your rights to a jury trial and to have any dispute arising out of or related to these Terms, our Service or Site resolved in court. Instead, all disputes arising out of or relating to these Terms, our Service or Site will be resolved through confidential binding arbitration held in Hillsborough County, Florida in accordance with the Streamlined Arbitration Rules and Procedures (“Rules“) of the Judicial Arbitration and Mediation Services (“JAMS“), which are available on the JAMS website and hereby incorporated by reference. You either acknowledge and agree that you have read and understand the rules of JAMS or waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.

You and Triafy agree that any dispute arising out of or related to these Terms, our Service or Site is personal to you and Triafy and that any dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding.

You and Triafy agree that these Terms affect interstate commerce and that the enforceability of this Section will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. If you are an individual, you and Triafy agree that for any arbitration you initiate, you will pay the filing fee and Triafy will pay the remaining JAMS fees and costs. You and Triafy agree that the state or federal courts of the State of Florida and the United States sitting in Hillsborough County, Florida have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SITE OR SERVICE MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM AROSE; OTHERWISE, THE CLAIM IS PERMANENTLY BARRED, WHICH MEANS THAT YOU AND Triafy WILL NOT HAVE THE RIGHT TO ASSERT THE CLAIM.

Governing law, jurisdiction and venue

These Terms shall be governed by and construed in accordance with the internal laws of the State of Florida, without reference to its choice of law principles to the contrary. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. For any action to compel arbitration or enforce an arbitration award or seek injunctive relief pursuant to these Terms, the parties hereby expressly consent to the jurisdiction and venue of the state and/or federal courts in and/or for Hillsborough County, Florida, USA, and each party hereby expressly waives any objection to such venue based upon forum non-conveniens or otherwise.

Force majeure

Neither party shall be liable for any delay in performing its obligations if such delay is caused by circumstances beyond the party’s reasonable control, including, without limitation, any delay caused by any act or omission of the other party, acts of God, war, terrorism, floods, windstorm, labor disputes, or delay of essential materials or services. The delayed party shall promptly notify the other party of the reasons for and the likely duration of the delay, whereupon an extension of time equal to the period of delay, but not greater than thirty (30) days, shall be granted to the delayed party. If the period of the delay shall exceed thirty (30) days, then the non-delayed party may cancel further performance of the delayed obligation, without any penalty whatsoever. This paragraph shall not apply to any payment obligations.

Term and survival

Your agreement to be bound by these Terms commences with your visiting or using this Site, registering to use or using the Service, or otherwise submitting information through this Site or the Service, and your agreement to be so bound will continue until your right to use this Site and/or the Service is either canceled or terminated. The following provisions will survive cancellation or termination: Sections 1, 7, and 9 through 25. If, following the cancellation or termination of your right to use this Site and/or the Service, you visit or use this Site, register to use or use the Service, or otherwise submit information through this Site or the Service, then you again agree to be bound by these Terms.

General information

a. Entire Understanding

These Terms, as amended from time to time by Triafy, represents the entire understanding and agreement between you and Triafy regarding the subject matter of these Terms and supersede any and all other previous agreements, understandings, or representations regarding the same.

b. Communication

By visiting or using this Site, registering to use or using the Service, or submitting information through this Site or the Service, you consent to receive communications from Triafy electronically that relate to your contact with us your use of the Site or Services as set forth in the Privacy Policy. Although we may choose to communicate with you by other means, we may also choose to solely communicate with you electronically by e-mail or by posting notices on this Site. You agree that all agreements, notices, disclosures, and other communications that we send to you electronically satisfy any legal requirement that such communications be in writing.

c. No Waiver and Enforceability

No waiver of any portion of these Terms will be effective unless it is in writing and signed by both parties. The failure of Triafy to require performance of any obligation under these Terms will not affect our right to enforce any provision of these Terms at a subsequent time, and the waiver of any rights arising out of any breach will not be construed as a waiver of any rights arising out of any prior or subsequent breach.

d. Severability

If any court of competent jurisdiction deems any part of these Terms unlawful, void, or unenforceable, only that portion of the applicable Terms that is unlawful, void, or unenforceable will be stricken.

e. Assignment

Your rights and obligations under these Terms are not assignable, transferable, or sub-licensable by you.

f. Notices and Customer support

If you have any notices, questions, comments or concerns about these Terms, our Privacy Policy, this Site or the Service, please contact Triafy at:

Summit Venture Group, LLC dba Triafy

500 E Kennedy Blvd#300Tampa, FL 33602

USA

E-mail: support@Triafy.com

Data Processing Agreement

Last Updated: March 4th, 2020

This DPA is entered into between the Controller and the Processor and is incorporated into and governed by the Terms of Service.

This DPA only applies to the Personal Information of individuals located within the European Union (“EU”).

Definitions

Any capitalized term not defined in this DPA shall have the meaning given to it in the Terms of Service.

“Affiliates” means any entity that directly or indirectly controls, is controlled by, or is under common control of a party. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of a party;

“Terms of Service” means the Terms of Service between the Controller and the Processor for the provision of the Service;

“Controller” means the Customer;

“Data Protection Law” means the GDPR and/or any subsequent amendment or replacement or supplementary legislation;

“Data Subject” shall have the same meaning as in Data Protection Law;

“DPA” means this data processing agreement together with Exhibit A and the Security Policy;

“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016;

“Personal Information” shall mean “personal data” as defined in Data Protection Law;

“Processor” means Triafy;

“Security Policy” means the Processor’s security document as updated from time to time, and accessible via https://www.Triafy.com/securitypolicy or otherwise made reasonably available by the Processor;

“Standard Contractual Clauses” means the EU model clauses for Personal Information transfer from controllers to processors c2010-593 – Decision 2010/87EU;

“Sub-Processor” means any person or entity engaged by the Processor or its Affiliate to process Personal Information in the provision of the Service to the Controller.

Purpose

2.1 The Processor has agreed to provide the Services to the Controller in accordance with the terms of the Terms of Service. In providing the Services, the Processor shall process Customer Data on behalf of the Controller. Customer Data may include Personal Information. The Processor will process and protect such Personal Information in accordance with the terms of this DPA.

Scope

3.1 In providing the Service to the Controller pursuant to the terms of the Terms of Service, the Processor shall process Personal Information only to the extent necessary to provide the Service in accordance with both the terms of the Terms of Service and the Controller’s instructions documented in the Terms of Service and this DPA.

Processor Obligations

4.1 The Processor may collect, process or use Personal Information only within the scope of this DPA.

4.2 The Processor confirms that it shall process Personal Information on behalf of the Controller and shall take steps to ensure that any natural person acting under the authority of the Processor who has access to Personal Information shall only process the Personal Information on the documented instructions of the Controller.

4.3 The Processor shall promptly inform the Controller, if in the Processor’s opinion, any of the instructions regarding the processing of Personal Information provided by the Controller, breach any Data Protection Law.

4.4 The Processor shall ensure that all employees, agents, officers and contractors involved in the handling of Personal Information: (i) are aware of the confidential nature of the Personal Information and are contractually bound to keep the Personal Information confidential; (ii) have received appropriate training on their responsibilities as a data processor; and (iii) are bound by the terms of this DPA

4.5 The Processor shall implement appropriate technical and organisational procedures to protect Personal Information, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons.

4.6 The Processor shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including inter alia as appropriate: (i) the pseudonymisation and encryption of Personal Information; (ii) the ability to ensure the on-going confidentiality, integrity, availability and resilience of processing systems and services; (iii) the ability to restore the availability and access to Personal Information in a timely manner in the event of a physical or technical incident; (iv) a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing. In accessing the appropriate level of security, account shall be taken in particular of the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Information transmitted, stored or otherwise processed.

4.7 The technical and organisational measures detailed in the Security Policy shall be at all times adhered to as a minimum security standard. The Controller accepts and agrees that the technical and organisational measures are subject to development and review and that the Processor may use alternative suitable measures to those detailed in the attachments to this DPA.4.8 The Controller acknowledges and agrees that, in the course of providing the Service to the Controller, it may be necessary for the Processor to access the Personal Information to respond to any technical problems or Controller queries and to ensure the proper working of the Service. All such access by the Processor will be limited to those purposes.

4.9 Where Personal Information relating to an EU Data Subject is transferred outside of the EEA it shall be processed in accordance with the provisions of the Standard Contractual Clauses, unless the processing takes place: (i) in a third country or territory recognised by the EU Commission to have an adequate level of protection; or (ii) by an organisation located in a country which has other legally recognised appropriate safeguards in place, such as the EU-US Privacy Shield or Binding Corporate Rules.

4.10 Taking into account the nature of the processing and the information available to the Processor, the Processor shall assist the Controller by having in place appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Controller’s obligation to respond to requests for exercising the Data Subject’s rights and the Controller’s compliance with the Controller’s data protection obligations in respect of the processing of Personal Information.

5. Controller Obligations

5.1 The Controller represents and warrants that it shall comply with the terms of the Terms of Service, this DPA and Data Protection Law.

5.2 The Controller represents and warrants that it has obtained any and all necessary permissions and authorisations necessary to permit the Processor, its Affiliates and Sub-Processors, to execute their rights or perform their obligations under this DPA.

5.3 The Controller is responsible for compliance with all Data Protection Law, including requirements with regards to the transfer of Personal Information under this DPA and the Terms of Service.

5.4 All Affiliates of the Controller who use the Service shall comply with the obligations of the Controller set out in this DPA.

5.5 The Controller shall implement appropriate technical and organisational procedures to protect Personal Information, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons. The Controller shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including inter alia as appropriate: (i) the pseudonymisation and encryption of Personal Information; (ii) the ability to ensure the on-going confidentiality, integrity, availability and resilience of processing systems and services; (iii) the ability to restore the availability and access to Personal Information in a timely manner in the event of a physical or technical incident; (iv) a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing. In accessing the appropriate level of security account shall be taken in particular of the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Information transmitted, stored or otherwise processed.

5.6 The Controller shall take steps to ensure that any natural person acting under the authority of the Controller who has access to Personal Information only processes the Personal Information on the documented instructions of the Controller.

5.7 The Controller may require correction, deletion, blocking and/or making available the Personal Information during or after termination of the Terms of Service. The Processor will process the request to the extent it is lawful and will reasonably fulfil such request in accordance with its standard operational procedures to the extent possible.

5.8 The Controller acknowledges and agrees that some instructions from the Controller, including destruction or return of data, assisting with audits, inspections or DPIAs by the Processor, may result in additional fees. In such case, the Processor will notify the Controller of its fees for providing such assistance in advance, unless otherwise agreed.

Sub-Processors

6.1 The Controller acknowledges and agrees that: (i) Affiliates of the Processor may be used as Sub-processors; and (ii) the Processor and its Affiliates respectively may engage Sub-processors in connection with the provision of the Service.

6.2 All Sub-processors who process Personal Information in the provision of the Service to the Controller shall comply with the obligations of the Processor set out in this DPA.

6.3 Where Sub-processors are located outside of the EEA, the Processor confirms that such Sub-processors: (i) are located in a third country or territory recognised by the EU Commission to have an adequate level of protection; or (ii) have entered into Standard Contractual Clauses with the Processor; or (iii) have other legally recognised appropriate safeguards in place, such as the EU-US Privacy Shield or Binding Corporate Rules.

6.4 The Processor shall make available to the Controller the current list of Sub-processors which shall include the identities of Sub-processors and their country of location. During the term of this DPA, the Processor shall provide the Controller with prior notification, via email, of any changes to the list of Sub-processor(s) who may process Personal Information before authorising any new or replacement Sub-processor(s) to process Personal Information in connection with the provision of the Service.

6.5 The Controller may object to the use of a new or replacement Sub-processor, by notifying the Processor promptly in writing within ten (10) Business Days after receipt of the Processor’s notice. If the Controller objects to a new or replacement Sub-processor, the Controller may terminate the Terms of Service with respect to those Service which cannot be provided by the Processor without the use of the new or replacement Sub-processor. The Processor will refund the Controller any prepaid fees covering the remainder of the Term of the Terms of Service following the effective date of termination with respect to such terminated Service.

Liability

7.1 The limitations on liability set out in the Terms of Service apply to all claims made pursuant to any breach of the terms of this DPA.

7.2 The parties agree that the Processor shall be liable for any breaches of this DPA caused by the acts and omissions or negligence of its Sub-processors to the same extent the Processor would be liable if performing the services of each Sub-processor directly under the terms of the DPA, subject to any limitations on liability set out in the terms of the Terms of Service.

7.3 The parties agree that the Controller shall be liable for any breaches of this DPA caused by the acts and omissions or negligence of its Affiliates as if such acts, omissions or negligence had been committed by the Controller itself.

7.4 The Controller shall not be entitled to recover more than once in respect of the same claim.

Audit

8.1 The Processor shall make available to the Controller all information reasonably necessary to demonstrate compliance with its processing obligations and allow for and contribute to audits and inspections.

8.2 Any audit conducted under this DPA shall consist of examination of the most recent reports, certificates and/or extracts prepared by an independent auditor bound by confidentiality provisions similar to those set out in the Terms of Service. In the event that provision of the same is not deemed sufficient in the reasonable opinion of the Controller, the Controller may conduct a more extensive audit which will be: (i) at the Controller’s expense; (ii) limited in scope to matters specific to the Controller and agreed in advance; (iii) carried out during UK business hours and upon reasonable notice which shall be not less than 4 weeks unless an identifiable material issue has arisen; and (iv) conducted in a way which does not interfere with the Processor’s day-to-day business.

8.3 This clause shall not modify or limit the rights of audit of the Controller, instead it is intended to clarify the procedures in respect of any audit undertaken pursuant thereto.

Data Breach

9.1 The Processor shall notify the Controller without undue delay after becoming aware of (and in any event within 72 hours of discovering) any accidental or unlawful destruction, loss, alteration or unauthorised disclosure or access to any Personal Information (“Data Breach”).

9.2 The Processor will take all commercially reasonable measures to secure the Personal Information, to limit the effects of any Data Breach, and to assist the Controller in meeting the Controller’s obligations under applicable law.

Compliance, Cooperation and Response

10.1 In the event that the Processor receives a request from a Data Subject in relation to Personal Information, the Processor will refer the Data Subject to the Controller unless otherwise prohibited by law. The Controller shall reimburse the Processor for all costs incurred resulting from providing reasonable assistance in dealing with a Data Subject request. In the event that the Processor is legally required to respond to the Data Subject, the Controller will fully cooperate with the Processor as applicable.

10.2 The Processor will notify the Controller promptly of any request or complaint regarding the processing of Personal Information, which adversely impacts the Controller, unless such notification is not permitted under applicable law or a relevant court order.

10.3 The Processor may make copies of and/or retain Personal Information in compliance with any legal or regulatory requirement including, but not limited to, retention requirements.

10.4 The Processor shall reasonably assist the Controller in meeting its obligation to carry out data protection impact assessments (DPIAs), taking into account the nature of processing and the information available to the Processor.

10.5 The parties acknowledge that it is the duty of the Controller to notify the Processor within a reasonable time, of any changes to applicable data protection laws, codes or regulations which may affect the contractual duties of the Processor. The Processor shall respond within a reasonable timeframe in respect of any changes that need to be made to the terms of this DPA or to the technical and organizational measures to maintain compliance. If the parties agree that amendments are required, but the Processor is unable to accommodate the necessary changes, the Controller may terminate the part or parts of the Service which give rise to the non-compliance. To the extent that other parts of the Service provided are not affected by such changes, the provision of those Service shall remain unaffected.

10.6 The Controller and the Processor and, where applicable, their representatives, shall cooperate, on request, with a supervisory data protection authority in the performance of their respective obligations under this DPA.

Term and Termination

11.1 The Processor will only process Personal Information for the term of the DPA. The term of this DPA shall coincide with the commencement of the Terms of Service and this DPA shall terminate automatically together with termination or expiry of the Terms of Service.

11.2 The Processor shall at the choice of the Controller, upon receipt of a written request received within 30 days the end of the provision of the Service relating to processing, delete or return Personal Information to the Controller. The Processor shall in any event delete all copies of Personal Information in its systems within 60 days of the effective date of termination of the Terms of Service unless: (i) applicable law or regulations require storage of the Personal Information after termination; or (ii) partial Personal Information of the Customer is stored in backups, then such Personal Information shall be deleted from backups up 1 year after the effective date of termination of the Terms of Service.

General

12.1 This DPA sets out the entire understanding of the parties with regards to the subject matter herein.

12.2 Should a provision of this DPA be invalid or become invalid then the legal effect of the other provisions shall be unaffected. A valid provision is deemed to have been agreed which comes closest to what the parties intended commercially and shall replace the invalid provision. The same shall apply to any omissions.

12.3 This DPA shall be governed by the laws of the State of Delaware, USA. The New Castle County Courts of Delaware, USA shall have exclusive jurisdiction for the settlement of all disputes arising under this DPA.The parties agree that this DPA is incorporated into and governed by the provisions of the Terms of Service.

Exhibit A

Overview of data processing activities to be performed by the Processor

1. Controller

The Controller transfers Personal Information identified in sections 3, 4 and 5 below, as it relates to the processing operations identified in section 6 below.The Controller is the Customer.

2. Processor

The Processor received data identified in sections 3, 4 and 5 below, as it relates to the processing operations identified in section 6 below.The Processor is the Company.

3. Data Subjects

The Personal Information transferred includes but is not limited to the following categories of Data Subjects:Employees, freelancers and contractors of the Controller and other users added by the Controller from time to time.Users, Affiliates and other participants from time to time to whom the Controller has granted the right to access the Service in accordance with the terms of the Terms of Service.Clients of the Controller and individuals with whom those end users communicate with by email and/or instant messaging.Service providers of the Controller.Children who are at least 16 years old.

Other individuals to the extent identifiable in the content of emails or their attachments or in archiving content.

4. Categories of Data

The Personal Information transferred includes but is not limited to the following categories of data:Personal details, names, user names, passwords, email addresses, company and title of Customers and users.Personal Information derived from the users use of the Service such as records and business intelligence information.Personal Information within email and messaging content which identifies or may reasonably be used to identify, data subjects.Meta data including sent, to, from, date, time, subject, which may include Personal Information.Reviews and ratings and feedback about Customer’s business.Locations data.Financial data including credit card details and billing information.Data concerning profession.Image and sound recordings.File attachments that may contain Personal Information.Survey, feedback and assessment messages.Information offered by users as part of support enquiries.Other data added by the Controller from time to time.

5. Special categories of Data

No sensitive data or special categories of data are permitted to be transferred and shall not be contained in the content of, or attachments to, emails.

6. Processing operations

The Personal Information transferred will be subject to the following basic processing activities:Personal Information will be processed to the extent necessary to provide the Service in accordance with both the Terms of Service and the Controller’s instructions. The Processor processes Personal Information only on behalf of the Controller.Processing operations include but are not limited to: reviews, feedback and comments on the provision of customer service support, client satisfaction and team performance. These operations relate to all aspects of Personal Information processed.Technical support, issue diagnosis and error correction to ensure the efficient and proper running of the systems and to identify, analyse and resolve technical issues both generally in the provision of the Service and specifically in answer to a Controller query. This operation may relate to all aspects of Personal Information processed but will be limited to metadata where possible.Virus, anti-spam and Malware checking in accordance with the Service provided. This operation relates to all aspects of Personal Information processed.URL scanning for the purposes of the provision of targeted threat protection and similar service which may be provided under the Terms of Service. This operation relates to attachments and links in emails and will relates to any Personal Information within those attachments or links which could include all categories of Personal Information.