The Trensant Usage Governance Policies
Last modified: March 30, 2017
These terms and conditions (“Terms of Service” or “Agreement”) govern your access to and use of Trensant Inc.'s (“Trensant”) services and website accessible via search.Trensant.com, including successor domain names or sites (the “Site”), and any and all information, text, graphics, photos, or other materials uploaded, downloaded, or appearing on the Services (as defined below).
Wherever used in these Terms of Service, “you”, “your”, “Customer”, or similar terms means the person or legal entity accessing or using the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms of Service.
Trensant reserves the right, at any time, to update and change any or all of these Terms of Service, in its sole discretion, including but not limited to the fees and charges associated with the use of the Services. If Trensant does so, it will post the modified Terms of Service on the Site, though we will notify you of any changes that, in our sole discretion, materially impact these Terms of Service. Continued use of the Services after any such changes have been made shall constitute your consent to such changes. You are responsible for regularly reviewing the most current version of the Terms of Service, which are currently available at: http://search.Trensant.com/terms. When Trensant changes these Terms of Service, Trensant will modify the "Last Modified" date above.
1. “Authorization Form” means a document issued by Trensant and executed or otherwise agreed upon by authorized representatives of the Parties which specifies, among other things, a description of the Services, the Fees (as defined below), the number of Seats purchased, the Term (as defined below), and any other details specifically related to the Services.
“Authorized Users” means individuals who are directly accessing the Services via an online sign-up process, or individual users authorized by you to use the Services and who you have supplied user identifications and passwords to. Authorized Users may include your employees, consultants, contractors, agents, or your other designees, but shall not include any employee or agent of any Trensant competitor.
“Customer Content” means all information and data (including text, images, photos, videos, audio, and documents) or any other content in any media and format provided or made available to Trensant by or on your behalf in relation to the use of the Services.
“Fair Use Policy” means the limits placed on usage as described in Section 2.6.
“Mentions” means the information, including links, posts, and excerpts, that has been made publicly available and obtained by Trensant on your behalf from the Internet, and data derived therefrom, including reports, summaries, graphs, and charts.
“Query” means a search string that an Authorized User uses to define what words and phrases must be present in a Mention for that Mention to be included in the applicable stream.
“Seat” means a single subscription associated with a single log-in to the Site, assigned to one Authorized User.
“Services” means the Trensant services made available via Trensant’s proprietary software delivered through the Site and mobile applications that provide for a single log-in, centralized web dashboard that enables you and Authorized Users to manage and publish social media content to multiple Supported Platforms, including any modifications or Updates (as defined below).
“Supported Platform(s)” means the social networking site(s) currently supported by the Services, including Twitter®, Facebook®, and other social networking sites as described via the Site.
“Taxes” means all taxes, assessments, charges, fees, and levies that may be levied or based upon the sale or license of goods and/or services, as the case may be, including all sales, use, goods and services, value added, and excise taxes, custom duties, and assessments together with any installments with respect thereto, and any interest, fines, and penalties with respect thereto, imposed by any governmental authority (including federal, state, provincial, municipal, and foreign governmental authorities).
2.1 Services and Support.
If you selected Trensant Free services: During the Term (as defined below), subject to the terms and conditions of this Agreement, and solely for your personal or own business purposes, Trensant shall use commercially reasonable efforts to make the Trensant Free services available to you.
If you selected Trensant Pro services: During the Term (as defined below), subject to the terms and conditions of this Agreement, and solely for your personal or internal business purposes, Trensant shall use commercially reasonable efforts to make the Trensant Pro services available to you and your Authorized Users for the number of Seats purchased. Trensant will provide Trensant Pro customers with standard support 24 hours per day from Monday to Friday, and between the hours of 9am and 5pm Pacific Time on Saturday, Sunday, and on statutory holidays in the United States. You may submit a maximum of 2 support tickets per day. Expected response times after a ticket has been submitted by a Trensant Pro user during the support hours through email@example.com shall be 24 hours from the time the ticket is logged.
2.2 Updates and Functionalities. You acknowledge that from time to time Trensant may apply updates to the Services and that such updates may result in changes in the appearance and/or functionality of the Services (including the addition, modification, or removal of functionality, features, or content). Excluding the addition of wholly new products, Trensant shall provide, implement, configure, install, support, and maintain at its own cost any and all updates, upgrades, enhancements, improvements, releases, corrections, bug fixes, patches, and modifications to the Services (collectively, the “Updates”). You acknowledge that the Services interoperate with several Supported Platforms, and that the Services provided are highly dependent on the availability of such Supported Platforms. If at any time any Supported Platforms cease to make their programs available to Trensant on reasonable terms, Trensant may cease to provide such features to you without entitling you to refund, credit, or other compensation.
2.3 Acceptable Use. You shall (i) be responsible for you and your Authorized Users’ compliance with these Terms of Service, including the Fair Use Policy; (ii) be solely responsible for the accuracy, quality, integrity, and legality of Customer Content and of the means by which you acquired or generated Customer Content; (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, including keeping your password and user name confidential and not permitting any third party to access or use your user name, password, or account for the Services; (iv) be solely responsible and liable for all activity conducted through your account in connection with the Services; (v) promptly notify Trensant if you become aware of or reasonably suspects any security breach, including any loss, theft, or unauthorized disclosure or use of your (or any Authorized User’s) user name, password, or account; (vi) use the Services only in accordance with applicable laws and government regulations; (vii) comply in all respects with all applicable terms of the Third-Party Services that you subscribe to or otherwise access in connection with your use of the Services. You must not (a) make the Services available to anyone other than to your Authorized Users; (b) allow more than one individual Authorized User to use a Seat; (c) sell, trade, or otherwise transfer your Seats to another party; (d) use the Services to store or transmit any content, including Customer Content, that may be infringing, defamatory, threatening, harmful, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws, or send spam or other unsolicited messages in violation of applicable law; (e) upload to, or transmit from, the Services any data, file, software, or link that contains or redirects to a virus, Trojan horse, worm, or other harmful component; (f) attempt to reverse engineer, de-compile, hack, disable, interfere with, disassemble, copy, or disrupt the integrity or the performance of the Services, any third-party use of the Services, or any third-party data contained therein (except to the extent such restrictions are prohibited by applicable law); (g) access the Services in order to build a competitive product or service or copy any ideas, features, functions, or graphics of the Services; (h) attempt to gain unauthorized access to the Services or its related systems or networks; or (i) authorize, permit, or encourage any third party to do any of the above.
2.4 Mentions. You understand that by using the Services you may be exposed to third-party content, information, and Mentions that might be unlawful, offensive, harmful, inaccurate or otherwise inappropriate. Trensant does not own, control, or review Mentions, and unless Customer creates the content of Mentions, Mentions shall not be considered “Customer Content” under any circumstances. Mentions may be indecent, offensive, inaccurate, unlawful, or otherwise objectionable. Trensant has no obligation to preview, verify, flag, modify, filter, or remove any Mentions, even if requested to do so, although Trensant may do so in its sole discretion. Your use of Mentions is at your sole risk, and Trensant shall not be liable to you or any third party in relation to Mentions.
2.5 Fair Use Policy. Trensant may suspend your access to the Services for abusive practices that degrade the performance of the Services for you and/or other customers of Trensant.
2.6 Third-Party Products and Services. You acknowledge that the Services may enable or assist you to access, interact with, and/or purchase services from Supported Platforms and other third parties via third-party websites or applications (collectively, the “Third-Party Services”). When you access the Third-Party Services, you will do so at your own risk. Any use of Third-Party Services is governed solely by the terms and conditions of such Third-Party Services (and you shall comply with all such terms and conditions), and any contract entered into, or any transaction completed via any Third-Party Services, is between you and the relevant third party, and not Trensant. Trensant makes no representation and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such Third-Party Services or any transactions completed and any contract entered into by you with any such third party.
2.7 Non-Exclusivity. You acknowledge that the rights granted to you under this Agreement are non-exclusive and that nothing in this Agreement will be interpreted or construed to prohibit or in any way restrict Trensant’s right to license, sell, or otherwise make available the Services to any third party or perform any services for any third party.
Trensant Intellectual Property
3.1 Trensant Services. As between you and Trensant, Trensant retains all right, title, and interest in and to the Services. Nothing herein shall be construed to restrict, impair, encumber, alter, deprive, or adversely affect the Services or any of Trensant’s rights or interests therein or any other Trensant intellectual property, brands, information, content, processes, methodologies, products, goods, services, materials, or rights, tangible or intangible. All rights, title, and interest in and to the Services not expressly granted in this Agreement are reserved by Trensant. You may from time to time provide suggestions, comments or other feedback to Trensant with respect to the Services (“Feedback”). Feedback, even if designated as confidential by you, shall not create any confidentiality obligation for Trensant notwithstanding anything else. You shall, and hereby do, grant to Trensant a non-exclusive, worldwide, perpetual, irrevocable, transferable, sub licensable, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose.
3.2 Customer Content. You grant Trensant a limited, worldwide, non-exclusive, non-transferable (except as set forth in Section 9.1) license, without a right of sublicense, to access, use, reproduce, electronically distribute, transmit, perform, format, display, store, archive, and index the Customer Content for the purpose of supporting your use of the Services and providing Services to you. Trensant may also use Customer Content for the purpose of supporting and developing the Site, provided that when doing so, Trensant shall only use Customer Content in an anonymized and aggregated way. Subject only to the limited license expressly granted herein, you and your Authorized Users shall retain all right, title and interest in and to the Customer Content and all intellectual property rights therein. Nothing in this Agreement will confer on Trensant any right of ownership or interest in the Customer Content or the intellectual property rights there.
Trensant Products and Fees
4.1 Purchases by Authorization Form. If an Authorization Form is issued for the purchase of Services, you agree to pay all fees as and when described per the Authorization Form(s). Trensant shall invoice you for the Fees in the currency set forth on the applicable Authorization Form. Unless otherwise stated on the Authorization Form, all invoices shall be payable within 30 days of the invoice date. Any disputed amounts shall not affect payment of non-disputed amounts. You shall make payments to the entity and address set forth in the invoice.
4.2 Trensant Pro and Other Paid Services. For Trensant Pro, and other paid services made available through Trensant Pro and Trensant Enterprise (“Paid Services”), you must provide Trensant with a valid credit card or other forms of cash payment (e.g., PayPal) to pay for Services. If you are purchasing Trensant Pro or Paid Services via an online purchase, you can choose to purchase on a monthly or yearly subscription. You must provide Trensant with a valid credit card or PayPal account, and you authorize Trensant to charge the credit card or PayPal account for the recurring subscription, as per the auto renewal terms below. In addition, you agree that Trensant has permission to retain and/or share with financial institutions and payment processing firms (including any institutions or firms Trensant retains in the future) your submitted payment information in order to process your purchase. Subscription to Trensant Pro and Paid Services are billed in advance on a monthly or yearly basis (as per the option you have chosen when you purchased Services) and are non-refundable for the subscription period they are purchased for. Depending on where you transact with us, the type of payment method used and where your payment method was issued, your transaction with us may be subject to foreign exchange fees or differences in prices, including because of exchange rates. Trensant does not support all payment methods, currencies, or locations for payment. If the payment method you use with us, such as a credit card, reaches its expiration date and you do not edit your payment method information or cancel or downgrade your account to a Trensant Free account, you authorize Trensant to continue billing your credit card and/or PayPal account and you remain responsible for any uncollected amounts. Your obligation to pay fees continues through to the end of the subscription period during which you cancel your subscription. All applicable taxes are calculated based on the billing information you provide us at the time of purchase.
4.3 Free Trial Period. If you sign up online for a Trensant Pro account with a free initial trial period (the “Free Trial”), you must provide Trensant with a valid credit card or PayPal account. If you do not cancel your account or downgrade your Trensant Pro account within the first 14 days after it was initially created, your credit card or PayPal account will automatically be billed starting on the first day after the Free Trial is over. If you cancel or downgrade your Trensant Pro account prior to the beginning of the 15th day, no charges will be put through your credit card or PayPal account. Please note that other Paid Services (such as apps purchased via the Trensant app directory) will require to be uninstalled separately via the app directory to avoid charges being incurred on the 15th day. The Free Trial is only available to first time users of Trensant Pro.
4.4 Auto-renewal and Cancellation. Trensant Pro purchases and Paid Services are for subscriptions that renew automatically, such as monthly or annually (depending on the option chosen when you purchased Services). You agree that Trensant may process your credit card or PayPal account on each monthly, annual, or other renewal term (based on the applicable billing cycle), on the calendar day corresponding to the first day you subscribed to a paid subscription. If your paid subscription to Trensant Pro or other Paid Services began on a day not contained in a subsequent month (e.g., your service began on January 30 and there is no February 30), Trensant will process your payment on the last day of such month. You may elect to cancel or downgrade your Trensant Pro account at any time by following the steps outlined here: firstname.lastname@example.org Please note that other Paid Services (such as apps purchased via the Trensant app directory) will require to be uninstalled separately via the app directory. If you subscribed to a monthly plan, your Trensant Pro account will be immediately downgraded to a Trensant Free account, but no credit will be issued for any prepaid fees for your Trensant Pro account. If you purchased Paid Services in association with this monthly plan, Trensant will issue Trensant credits equivalent to the prorated prepaid fees of such Paid Services on the date of the cancellation. Such credits are non-refundable, but can be used against the purchase of any future Trensant services. If you subscribed to a yearly plan, any cancellation will only be effective at the end of the then-current annual billing period and no credits or refunds will be issued to you for prepaid fees.
4.5 Late Payment. If any amounts due hereunder are not received by Trensant by the due date, then at Trensant’s discretion, such charges may accrue late interest at the rate of 12% per year or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. In addition, upon 10 days' written notice, Trensant may suspend your access to the Services if Trensant does not receive the amounts invoiced hereunder at the expiration of such period.
4.6 Taxes and Withholdings. You are responsible for paying all Taxes associated with the subscription to the Services. If Trensant has the legal obligation to pay or collect Taxes for which you are responsible under this Section, the appropriate amount shall be invoiced to and paid by you, unless you provide Trensant with a valid tax exemption certificate authorized by the appropriate taxing authority. Any and all payments by or on account of the compensation payable under this Agreement shall be made free and clear of and without deduction or withholding for any Taxes. If you are required to deduct or withhold any Taxes from such payments, then the sum payable shall be increased as necessary so that, after making all required deductions or withholdings, Trensant receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Trensant Term and Termination
5.1 Trensant Pro and Enterprise Services. If you sign-up for a Trensant Pro or Trensant Enterprise account this Agreement shall commence on the day you access the Services for the first time and shall continue until your account is cancelled and you cease using our Services.
5.2 Termination. If you violate the letter or spirit of these Terms of Service, abuse the Services, or otherwise create risk or possible legal exposure to Trensant, Trensant can terminate or suspend your Trensant Account at our sole discretion. Trensant will notify you by email or at the next time you attempt to access your account. You may also cancel or disable your Trensant Free account at any time. For cancellation procedure, and for further assistance, see the instructions published at: email@example.com.
5.3 Effects of Termination. Upon termination of this Agreement for any reason, (i) you will immediately cease all use of the Services; (ii) you will have no further access to your accounts provided by Trensant; and (iii) you will pay Trensant all unpaid amounts owing to Trensant.
5.4 Survival. Any provision of this Agreement which, either by its terms or to give effect to its meaning, must survive, and such other provisions which expressly, or by their nature, are intended to survive termination shall survive the expiration or termination of this Agreement.
Trensant Warranty Disclaimer
6. SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. EXCEPT AS EXPRESSLY PROVIDED HEREIN, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, TRENSANT EXPRESSLY EXCLUDES AND DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TRENSANT SPECIFICALLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, AND NONINFRINGEMENT, THAT ITS SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT ITS SERVICES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ERROR-FREE. IN ADDITION, TRENSANT DOES NOT WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM TRENSANT OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. TRENSANT DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY IN RELATION TO THE CONTENT MADE AVAILABLE THROUGH THE SERVICES, INCLUDING THE CUSTOMER CONTENT AND MENTIONS, OR ANY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES. TRENSANT DOES NOT CONTROL OR VET CUSTOMER CONTENT OR MENTIONS AND IS NOT RESPONSIBLE FOR WHAT USERS POST, TRANSMIT, OR SHARE ON OR THROUGH THE SERVICES. TRENSANT IS NOT RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY THIRD-PARTY SERVICES OR SUPPORTED PLATFORMS ASSOCIATED WITH OR UTILIZED IN CONNECTION WITH THE SERVICES, INCLUDING THE FAILURE OF ANY SUCH THIRD-PARTY SERVICES OR SUPPORTED PLATFORMS. TRENSANT EXPRESSLY DENIES ANY RESPONSIBILITY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. IF YOU ARE DISSATISFIED OR HARMED BY TRENSANT OR ANYTHING RELATED TO TRENSANT, YOU MAY CANCEL YOUR TRENSANT ACCOUNT AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 4.4 (AUTO-RENEWAL AND CANCELLATION) OR SECTION 5.2 (TERMINATION), AS APPLICABLE, AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY (AND TRENSANT’S SOLE AND EXCLUSIVE LIABILITY).
7. Your Indemnification. You shall defend, indemnify, and hold harmless Trensant, its affiliates, directors, officers, employees, and agents from and against all claims, losses, damages, penalties, liability, and costs, including reasonable attorneys’ fees, of any kind or nature which are in connection with or arising out of a claim (a) alleging that the Customer Content or your use of the Services infringes or violates the intellectual property rights, privacy rights, or other rights of a third party or violates applicable law; (b) relating to, or arising from, Customer Content, or your breach of Section 2.3 or Section 2.6; or (c) relating to, or arising from, Third-Party Services.
Trensant Limitation of Liability
8. SOME COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL TRENSANT’S AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY KIND, INCLUDING ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BY STATUTE, CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE GREATER OF (A) THE fees paid by YOU FOR THE SERVICES HEREUNDER DURING THE three (3) month PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE AND (B) US$500. TRENSANT DOES NOT OFFER ANY WARRANTY OR REMEDIES FOR THE INTERRUPTION OR CESSATION OF ACCESS OR TRANSMISSION TO OR FROM THE SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TRENSANT, ITS DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL USE, OR DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICES OR ANY OTHER ASPECT OF THIS AGREEMENT. UNDER NO CIRCUMSTANCES WILL TRENSANT BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
THE PARTIES ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT THEIR POTENTIAL LIABILITY GIVEN THE FEES CHARGED UNDER THIS AGREEMENT, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF Trensant WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS. NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR RESTRICT OR SHALL BE CONSTRUED AS EXCLUDING OR RESTRICTING THE LIABILITY OF TRENSANT FOR (I) DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF TRENSANT, ITS EMPLOYEES, OR ITS AGENTS; (II) WILLFUL MISCONDUCT OF TRENSANT; OR (III) ANY LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.
9.1 Assignment. You may not assign or otherwise transfer any of your rights or obligations hereunder, whether by merger, sale of assets, change of control, operation of law or otherwise, without the prior written consent of Trensant (not to be unreasonably withheld), and any attempted assignment or transfer without such consent will be void. Trensant may freely assign or delegate all rights and obligations under this Agreement, fully or partially without notice to you. Trensant may also substitute, by way of unilateral novation, effective upon notice to you, Trensant Inc. for any third party that assumes our rights and obligations under this Agreement.
9.2 Amendment. Trensant reserves the right to modify, supplement, or replace the terms of this Agreement, effective upon posting on the Trensant website or notifying you otherwise. Your continued use of the Services after the effectiveness of that update will be deemed to represent your agreement with, and consent to be bound by, the new terms. Except for changes made by Trensant as described here, no other amendment or modification of this Agreement shall be effective unless set forth in a written agreement bearing a written signature by Trensant and you.
9.3 Severability. Each provision of this Agreement is severable. If any provision of this Agreement is or becomes illegal, invalid, or unenforceable in any jurisdiction, the illegality, invalidity, or unenforceability of that provision will not affect the legality, validity, or enforceability of the remaining provisions of this Agreement or of that provision in any other jurisdiction.
9.4 Notices. For purposes of service messages and notices about the Services, Trensant may place a banner notice across its pages to alert you to certain changes such as modifications to this Agreement. Alternatively, notice may consist of an email from Trensant to an email address associated with your account, even if Trensant has other contact information. You also agree that Trensant may communicate with you through your Trensant account or through other means including email, mobile number, telephone, or delivery services including the postal service about your Trensant account or services associated with Trensant. You acknowledge and agree that Trensant shall have no liability associated with or arising from your failure to do so maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Services. You may provide legal notice to Trensant via email with a duplicate copy sent via registered mail to Trensant Inc, 697 Menlo Avenue; Menlo Park, CA 94025; Attention: General Counsel. The email address provided may be updated as part of any update to these Terms of Service.
9.5 Waivers. No waiver of any provision of this Agreement is binding unless it is in writing and signed by all parties to this Agreement, except that any provision which does not give rights or benefits to particular parties may be waived in writing, signed only by those parties who have rights under, or hold the benefit of, the provision being waived if those parties promptly send a copy of the executed waiver to all other parties. No failure to exercise, and no delay in exercising, any right or remedy under this Agreement will be deemed to be a waiver of that right or remedy. No waiver of any breach of any provision of this Agreement will be deemed to be a waiver of any subsequent breach of that provision or of any similar provision.
9.6 Nature of Relationship. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.
9.7 Force Majeure. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes, lock-outs, or labor disruptions; and any laws, orders, rules, regulations, acts, or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.
9.8 Governing Law. This Agreement and your relationship with Trensant shall be governed exclusively by, and will be enforced, construed, and interpreted exclusively in accordance with, the laws applicable in the State of Delaware and shall be considered to have been made and accepted in the State of Delaware, without regard to its conflict of law provisions. All disputes under this Agreement will be resolved by the courts of Delaware. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees.
Information We Collect
User-Provided Information: You provide us information about yourself, such as your name, e-mail address, Company name and address if you choose to contact us through the Website, or send us an email displaying your return email address.
Cookies Information: When you visit the Website, we may send one or more cookies - a small text file containing a string of alphanumeric characters - to your computer that uniquely identifies your browser and helps us enhance your navigation through the Website. A cookie may also convey anonymous information about how you browse the Website to us. A cookie does not collect personal information about you. Trensant uses both session cookies and persistent cookies. A persistent cookie remains on your hard drive after you close your browser. Persistent cookies may be used by your browser on subsequent visits to the Website. Persistent cookies can be removed by following your web browser’s directions. A session cookie is temporary and disappears after you close your browser. You can reset your web browser to refuse all cookies or to indicate when a cookie is being sent. However, some features of the Website may not function properly if the ability to accept cookies is disabled.
Log File Information: Log file information is automatically reported by your browser each time you access a web page. When you view our Website, our servers automatically record certain information that your web browser sends whenever you visit any website. These server logs may include information such as your web request, Internet Protocol (“IP”) address, browser type, referring / exit pages and URLs, number of clicks, domain names, landing pages, pages viewed, and other such information.
How We Use Your Information
We use the personal information you submit to operate, maintain, and provide to you the features and functionality of the Website, to provide information and services, and to help us better understand your needs and interests.
By providing Trensant your email address or other contact information, you consent to our using such contact information to communicate with you regarding the Website, or other Trensant products and services (the “Trensant Services”) and updates. You also consent to our using your email address to send you Website-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your contact information to send you other messages, such as newsletters, changes to features of the Website, or special offers. If you correspond with us by email, we may retain the content of your email messages and our responses.
Any personal information or content that you voluntarily disclose for posting to the Website’s forums, message boards or similar publicly accessible areas becomes available to the public. Trensant is not responsible for personally identifiable information and data contributions that you choose to disclose publicly on the Website. If you remove information that you posted to the Website, copies may remain viewable in cached and archived pages of the Website, or if other users have copied or saved that information.
How We Share Your Information
Trensant does not share your personally identifiable information with other, third-party companies for their commercial or marketing use. As we develop our business, we may buy or sell assets or business offerings. Customer, email, and visitor information is generally one of the transferred business assets in these types of transactions. We may also transfer such information in the course of corporate divestitures, mergers, or dissolution.
We may share non-personally identifiable information (such as anonymous usage data, referring/exit pages and URLs, platform types, number of clicks, etc.) with interested third parties to help them understand the usage patterns for the Website.
We may store personal information in locations outside the direct control of Trensant (for instance, on servers or databases co-located with hosting providers).
Your Choices about Your Information
You may, of course, decline to submit personally identifiable information through the Website, in which case Trensant may not be able to provide certain services to you.
Protecting the privacy of young children is especially important. For that reason, Trensant does not knowingly collect or solicit personal information from anyone under the age of 13. If you are under 13, please do not send any information about yourself to us, including your name, address, telephone number, or email address. No one under age 13 is allowed to provide any personal information to or on Trensant.com. In the event that we learn that we have collected personal information from a child under age 13, we will delete that information as quickly as possible. If you believe that we might have any information from or about a child under 13, please contact us at firstname.lastname@example.org.
Links to Other Websites
It is our policy to provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on our Website, as determined by Trensant in its sole discretion. We reserve the right to determine the form and means of providing notifications to you.
697 Menlo Avenue
Menlo Park, CA 94025
Trensant Copyright and IP Policy
Trensant respects the intellectual property rights of others and wishes to offer Services that contain no content that violates those rights. Our aforementioned Terms of Service (“Terms of Service”) require that information posted by users be accurate, lawful and not in violation of the rights of third parties. Trensant has adopted this Copyright & IP Infringement Policy to explain to Trensant users and third parties their rights and responsibilities regarding copyright of the user content uploaded through our Services and the actions that Trensant will take in response to copyright complaints.
It is Trensant’s policy, in appropriate circumstances and at our discretion, to disable and/or terminate the accounts of users who repeatedly infringe or are repeatedly charged with infringing the copyrights or other intellectual property rights of others.
The process outlined in this Policy is designed to be consistent with the process suggested by the Digital Millennium Copyright Act (the text of which can be found at the U.S. Copyright Office Web Site, http://www.copyright.gov). Remember that your use of Trensant’s Services is at all times subject to the Terms of Service, which incorporate this Copyright & IP Infringement Policy. Any terms we use in this Policy without defining them have the definitions given to them in the Terms of Service.
Who can report copyright infringement?
Trensant wants to ensure that we are doing the right thing when we are asked to remove content from our Services. Only copyright owners (or owners of other IP, as defined below) can report a suspected infringement to Trensant. Therefore, you cannot report a suspected infringement if you are not the copyright or IP owner (or an authorized representative). Please be aware that you may be liable for any damages, including costs and attorneys’ fees incurred by Trensant or our users, if you knowingly materially misrepresent that content published through the Services is infringing your copyright or other IP. When in doubt, you should consult an attorney. If you do conclude that your copyrights or other IP rights are being infringed, you can follow the process outlined in this policy to report it to us. We also strongly encourage you to contact the user directly.
Procedure for reporting copyright infringement
If you believe that materials or content residing on or accessible through the Services infringe your copyright (or the copyright of someone on whose behalf you are authorized to act), please send a notice of copyright infringement (a “Notice”) containing the following information to Trensant’s designated agent for receipt of Notices (our “Designated Agent,” whose contact details are listed below):
- Your full legal name and your electronic or physical signature;
- Information reasonably sufficient to permit Trensant to contact you or your authorized agent, including a name, mailing address, telephone number and, if available, an email address;
- Identification of the copyrighted work that you claim has been infringed or - if multiple copyrighted works are covered by this notice - you may provide a representative list of the copyrighted works that you claim have been infringed;
- Identification of the content that you claim is infringing (or to be the subject of infringing activity) and that is to be removed, or access to which is to be disabled, and information reasonably sufficient to permit us to locate the content, including at a minimum, if applicable, the URL of the link where such content may be found; and
- Both of the following statements in the body of the Notice:
“I hereby state that I have a good faith belief that the disputed use of the copyrighted content is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).”
“I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
Where to send your Notice?
Your Notice with all items completed will need to be delivered to Trensant’s Designated Agent at the following address:
Copyright Agent/Legal Services c/o Trensant, Inc. 697 Menlo Avenue
Menlo Park, CA 94025
What happens once your Notice is filed?
Once a proper written Notice is received, Trensant will proceed to:
Examine the complaint to determine if it has merit;
If the complaint is found to have merit, remove or disable access to the infringing content; and
Identify the user responsible for the infringing content and inform them that the infringing content has been removed or disabled.
Please note that a copy of the Notice (including your personal information) may be provided to the user who allegedly provided the infringing content. Please also note that Trensant acts as a conduit between our users and the various Supported Platforms. In several instances, the content published via Trensant will not be in Trensant’s custody or control. If the alleged infringing content falls into that category, Trensant will inform you in writing, and will encourage you to contact the Supported Platform(s) on which such content has been published. In the case of repeated offenses by a specific Trensant user, Trensant may ban the user from accessing our Services, at Trensant’s sole discretion.
Procedure to supply a Counter-Notice(restoring removed content)
If your content has been removed by Trensant, and you believe that the content that was removed (or to which access was disabled) is not infringing, or you believe that you have the authorization to post and use such content from the copyright owner, or the copyright owner’s agent, or pursuant to the law, you may send Trensant a counter-notice (“Counter-Notice”) to the address of the Designated Agent listed above. Your Counter-Notice must contain the following information:
Identification the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
A statement (under penalty of perjury) that you have a good faith belief that the content was removed or disabled as a result of mistake or misidentification of the content; Your name, address, telephone number, and, if available, email address, and a statement that you (or the person you represent) consent to the jurisdiction of the Federal Court for the judicial district in which the content provider’s address is located, or, if the content provider’s address is located outside the United States, for any judicial district of Trensant’s choosing, and that you (or the person you represent) will accept service of process from the person who provided notification of the alleged infringement; and
Your physical or electronic signature.
Once a proper Counter-Notice is received, Trensant may, in our sole discretion, send a copy of the Counter-Notice to the original complaining party informing them that Trensant may replace the removed content (or restore access to it) 10 business days after our Designated Agent received the Counter-Notice, or any time thereafter. At Trensant’s discretion, the removed content may be replaced (or access to it restored) 10 business days after receipt of the Counter-Notice, or any time thereafter, unless our Designated Agent first receives notice that a court