Effective Date: February 9th, 2021

Terms and Conditions

Description

These Terms and Conditions are effective as of February 9th, 2021. These terms and conditions (“Terms and Conditions”) govern the use and handling of the app.trobbit.com platform (“platform”) and the services (“services”) offered by Trobbit Inc. (“Trobbit,” “we”). Both access to and use of the services are conditioned on acceptance and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, clients, and anyone accessing or using the services.

1. General Conditions

These Terms and Conditions constitute an agreement (the “Agreement”) between Trobbit’s clients (the “Clients”) and Trobbit, (each, a “Party,” and collectively, the “Parties”) a company duly incorporated under the laws of the State of Delaware, United States, governing access to the platform, services, and the trobbit.com website (the “Site”), software, data feed system, information, tools, features, and functionalities available on the site.

When using the services, the Client must adhere to all published guidelines or specific Service rules, in addition to those included in these Terms and Conditions.

BY ACCESSING, BROWSING, VISITING, AND/OR USING THE SITE AND/OR THE SERVICES, THE CLIENT AGREES TO HAVE READ AND UNDERSTOOD THE TERMS ESTABLISHED IN THESE TERMS AND CONDITIONS, WHICH INCLUDE THE TERMS OF THE PRIVACY POLICY AND ANY MODIFICATIONS THAT MAY BE TIMELY MADE (COLLECTIVELY, THE “TERMS”), AND THE CLIENT AGREES TO COMPLY WITH THE TERMS AND WITH APPLICABLE LAWS AND REGULATIONS RELATING TO THE USE OF THE SITE AND/OR THE SERVICES. THESE TERMS APPLY TO CLIENT ACTIVITY AND DEFINE THE RIGHTS AND OBLIGATIONS OF CLIENTS UNDER THE CONTRACT. IF THE CLIENT DOES NOT ACCEPT THESE TERMS, THEY SHOULD NOT USE THIS SITE OR THE SERVICES PROVIDED BY TROBBIT.

These Terms and Conditions constitute a legal agreement between you (the “Client”) and Trobbit governing the principal terms and conditions of access and use of the platform as well as the hiring of services. If you do not accept these Terms and Conditions, you may not access the platform, nor may you hire the services. These Terms and Conditions, together with their updates, modifications, additional terms, and related policies constitute the legal agreement between Trobbit and you (the “Client”). These Terms and Conditions expressly replace any prior agreements or commitments between the parties. Trobbit may at any time terminate these Terms and Conditions, as well as cease offering or unilaterally denying access to the platform and/or the provision of services, whether in whole or in part, without giving rise to any claim and/or compensation in your favor.

Trobbit reserves the right to unilaterally modify these Terms and Conditions and/or Privacy Policies without notice or prior approval.

2. Services

Trobbit offers several services:

2.1. Trobbit Chatbot

It is a truly intelligent conversational chatbot, resolute and empathetic in interacting with people. It is ready to engage in fluent and AI-powered conversation, understanding and comprehending natural language responses to phrases (questions) according to the Client’s intentions and requirements.

2.2. Guided Interactions

Allows activating Trobbit Chatbot through URLs and website clicks to guide and accompany visitors and clients during the information search.

2.3. Trobbit Live

Allows website visitors to connect with the sales team, leading to a live conversation, either when they (“clients”) decide or at key moments in the Trobbit Chatbot interaction.

2.4. Knowledge Base

Allows building a centralized and categorized knowledge base that can grow over time as visitors and clients make inquiries, generating a history that facilitates constant training of Trobbit Chatbot.

2.5. HubSpot CRM Integration

Specialized integration with HubSpot CRM for automated lead generation, acquiring contact data and conversation history to be recorded in HubSpot CRM.

2.6. Google Calendar Integration

Specialized integration with Google Calendar for automated scheduling of appointments with qualified leads, acquiring contact data and accessing the Google Calendar account of an active user or human agent on the platform.

2.7. Conversational Marketing

With Trobbit Conversational Marketing, quality leads are generated by interacting with website visitors, making marketing efforts to drive traffic to the website worthwhile, converting visitors into customers through personalized intelligent conversations.

Effectively increases conversion rates by automating the generation of qualified leads through high-value guided interactions for visitors.

2.8. Conversational Customer Service

With Trobbit Conversational Customer Service, automated customer service is implemented in the company for every step of the service process, improving customer service quality and increasing satisfaction and loyalty.

Successfully resolves customer inquiries, qualifies their requirements, and allows them to interact live with service agents.

2.9. Conversational Sales

With Trobbit Conversational Sales, companies can speed up their sales process and increase revenue, an empowered sales process that converts website visitors into customers through intelligent conversations.

Trobbit Conversational Sales effectively accelerates and empowers the closing rate, automating appointment scheduling and live interaction with the sales team at the right moment.

3. Trobbit Account Registration

3.1. In order to use the Trobbit Chatbot service, you must have an account on the platform or create a new account (the “Account”). You may access the platform and/or use the services only to the extent that you strictly comply with these Terms and Conditions and applicable laws.

3.2. By accessing and/or using any of the services and/or the platform, you agree to be bound by these Terms and Conditions. If you access the platform or use the services on behalf of an organization, entity, or legal person of any kind (the “organization”), you agree and acknowledge that the Organization, through you, agrees to these Terms and Conditions, and that you have the authority to represent and bind the organization.

Additionally, you agree and acknowledge that the services may change from time to time as they evolve, or as features are added or removed, or modifications are made to the platform, which may occur without prior notice.

3.3. You will be solely responsible for the activity that occurs on your Account (including, without limitation, third-party data).

3.4. You may create a Trobbit Account through any registration method provided by Trobbit from time to time in a unilateral manner. It is your responsibility to create a personal security password for accessing your account, as well as to securely maintain your access password to your Trobbit Account, and to immediately notify Trobbit of any unauthorized use of your Account or any other violation. By these Terms and Conditions, you agree not to disclose your password to third parties. In the event that Trobbit detects or reasonably believes that different accounts contain coinciding or related data, Trobbit may cancel, suspend, or disable all related accounts without entitling you or the holders of the other accounts to any claim or indemnification. You will be solely responsible for the care of your account and for keeping your access keys protected. Trobbit will not be responsible for any loss or damage caused by your failure to comply with the requirements mentioned herein.

3.5. You agree and acknowledge that Trobbit will not be liable for any loss or damage suffered by you or third parties resulting from any breach of these Terms and Conditions by you.

3.6. In the event of requesting the registration of a Trobbit account, certain information will be requested from you (including contact information, service description, approximate amount of the service value, etc.) as part of the registration process for access to the Trobbit platform or to continue using and contracting the services, which must be accurate. In this regard, you warrant and are responsible, in any case, for the truthfulness, accuracy, validity, and authenticity of such data. The data you provide will be integrated into a personal database for which Trobbit is responsible.

Trobbit may request reports from various public or private databases regarding information and/or data corresponding to you. For more information, consult Trobbit’s Privacy Policy.

3.7. Trobbit, at its sole discretion, may deny your registration and/or deactivate it at any time and on its own autonomy, without giving rise to any claim or indemnification on your part.

3.8. Services will be provided on a monthly or annual subscription basis and will be paid according to what is established in clause four.

4. Service Payment

4.1. The prices applicable to the Service will be those unilaterally decided by Trobbit. You agree that Trobbit will set these fees. The prices for the services will be charged by Trobbit, and you must make the payment prior to the start of the provision of the services corresponding to the following monthly or annual cycle (which may not be calendar), as applicable, by credit card, bank transfer to an account indicated by Trobbit, or any other form of payment agreed between the parties, with Trobbit issuing the corresponding invoice. If you fail to comply with this obligation, Trobbit has the right to deny the provision of the services without entitling you to any compensation or claim.

4.2. All information provided by the client in connection with a purchase or transaction, or any other monetary transaction interaction with the Service must be accurate, complete, and current. The client agrees to pay all charges incurred by using the service through bank transfer or credit card depending on the plan acquired, including current taxes and/or those imposed in the future or that Trobbit must withhold as required by any authority in relation to the service or arising from the service and/or this agreement, excluding taxes levied on Trobbit’s net income.

5. Service Configuration

5.1. The Client must comply with the technical requirements and specifications of the service in addition to any other requirements and specifications communicated by Trobbit in writing, in a timely manner, for example regarding the provision and improvement of other Trobbit services that the Client may be interested in receiving. These technical specifications may include the following operations: (i) including software codes, tags, and cookies supplied by Trobbit on the client’s websites and, if applicable, in email newsletters; (ii) providing Trobbit with catalog files of the client’s products and/or services to be included in the service.

The Client must at all times comply with Trobbit’s policies, including its Privacy Policy.

6. License

6.1. Subject to these Terms and Conditions and as long as you have a Trobbit account registered and are up-to-date with the payments for the Service as provided in the previous clause four, Trobbit grants you a license to use the services, which will be non-exclusive and for a limited time to the hiring of the services, avoiding sublicensing it to third parties. Trobbit reserves all rights not expressly granted in these Terms and Conditions, being able to terminate this license at any time without any cause, and without entitling you to any compensation or claim. This license does not imply the transfer of any ownership rights to you by Trobbit.

7. Intellectual Property

7.1. All rights, titles, and interests in the services (excluding Client Intellectual Property (as defined below)) are and will remain the exclusive property of Trobbit and its licensors. The services are protected by copyright, trademark, and other applicable laws, both in the state of Delaware, United States, and abroad. The hiring of services and the license granted by these Terms and Conditions do not under any circumstances imply that you have the right to use the name of Trobbit and/or any of its trademarks, logos, domain names, and other distinctive brand features. The observations, opinions, suggestions, or comments you may provide regarding the services will be exclusively informative, and Trobbit may unilaterally discard or not those recommendations, as well as use or not use those observations, opinions, comments, or suggestions in the way Trobbit considers appropriate without any obligation to you. Notwithstanding the foregoing, Trobbit may include within the Trobbit chat window, or failing that, below the chat window, the Trobbit logo, including a link to the Trobbit website.

7.2. The software used to provide the services as a whole, as well as each of its constituent elements, updates, source code, new versions, processes, images, animations, modules, videos, audio, text, and algorithms or subprograms incorporated therein, as well as the printed or electronic/digital materials accompanying them, and any copies thereof, are part of Trobbit’s intellectual property, who retains all rights, the use of which is permitted to you within the limits stipulated in these Terms and Conditions. Said rights are protected by national and international laws and provisions, as well as international copyright laws and intellectual property rights treaties. You agree not to remove or delete copyright notices, trademarks, trade names, or any notices found in the documentation related thereto.

7.3. You acknowledge and agree that Trobbit may include you or your Organization in Trobbit’s public list of clients, for which it may identify you by using your trademarks, logos, and/or trade name.

8. Customer’s Intellectual Property

8.1. Among other uses, the services allow you to create, publish, or upload information, texts, graphics, or other materials (the “Customer’s Intellectual Property”) and share it with third parties. You will retain ownership of the Customer’s Intellectual Property, and acknowledge that Trobbit has no responsibility if users or third parties copy, modify, re-transmit, or disseminate the Customer’s Intellectual Property. You understand and agree that publishing the Customer’s Intellectual Property in the services does not substitute for registration with the competent authority regarding copyright or any other copyright entity. In this regard, you should carefully consider with your own advisors what you choose to share through the services.

8.2. You agree not to create, upload, or publish Customer’s Intellectual Property that: (a) may pose a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you or any other person or any animal, (b) may pose a risk of loss or damage to any person or property, (c) is intended to harm or exploit minors by exposing them to inappropriate Customer’s Intellectual Property, soliciting personal or other information from them, (d) may constitute or contribute to a crime or tort of any kind, (e) contains any information or Customer’s Intellectual Property that is deemed illegal, harmful, abusive, racially or ethnically offensive, defamatory, invasive of personal privacy, harassing or humiliating to other individuals, libelous, threatening, or profane, (f) contains any information or Customer’s Intellectual Property that is illegal (including, but not limited to, disclosure of confidential information by law or under third-party trade secret information), (g) contains any information or Customer’s Intellectual Property that you do not have the right to disclose, or (h) contains any information or Customer’s Intellectual Property that you know to be incorrect or outdated. You agree that any Customer’s Intellectual Property you publish shall not infringe upon any third-party rights, including, without limitation, intellectual property rights or privacy rights.

8.3. Trobbit reserves the right, but is not obligated, to reject and/or remove any Customer’s Intellectual Property that it, in its sole discretion, believes violates these provisions, without entitling you to any claim.

8.4. You will retain ownership of the Customer’s Intellectual Property, but authorize Trobbit to use, copy, reproduce, process, adapt, modify, publish, transmit, edit, translate, display, and distribute such Customer’s Intellectual Property in connection with the provision of the services, granting Trobbit a free, non-exclusive, perpetual license to the Customer’s Intellectual Property.

8.5. You agree that Trobbit may use the Customer’s Intellectual Property as well as questions and answers, interactions, and any content owned by you to improve its processes and algorithms of understanding and artificial intelligence. You agree that Trobbit may modify or adapt the Customer’s Intellectual Property in order to transmit, display, or distribute it through social networks and/or different media. You also authorize Trobbit to make changes to the Customer’s Intellectual Property, when necessary, at Trobbit’s discretion, to adapt such Customer’s Intellectual Property to any requirement or limitation of any network, device, service, or communication medium, without entitling you to any claim.

8.6. Trobbit reserves the right, but is not obligated, to delete or reject the distribution of any Customer’s Intellectual Property in the services. Furthermore, it reserves the right to access, read, preserve, and disclose any information if it reasonably believes it is necessary to (i) comply with any applicable law, regulation, legal process, or government request, (ii) enforce these Terms and Conditions, including investigating potential violations thereof, (iii) detect, prevent, or otherwise address fraud, security, or technical issues, (iv) respond to user support requests, or (v) protect the rights, property, or safety of Trobbit, its users, and the public in general.

9. Use of Customer’s Intellectual Property

9.1. The Customer’s Intellectual Property included or to be included in the services, whether publicly or transmitted privately by users, is the sole responsibility of the originator of such Customer’s Intellectual Property. Trobbit does not endorse, support, represent, or guarantee the integrity, truthfulness, accuracy, or reliability of any Customer’s Intellectual Property created, uploaded, or published through the services, nor does it endorse any opinions expressed through the services. Trobbit does not have the capacity to monitor and/or control the Customer’s Intellectual Property created, uploaded, or published through the services, therefore it cannot assume responsibility regarding such Customer’s Intellectual Property. Therefore, if you use or rely on any Customer’s Intellectual Property or materials created, uploaded, or published through the services, it will be at your sole responsibility, and you must indemnify Trobbit at all times for such Customer’s Intellectual Property. Under no circumstances will Trobbit be liable for the Customer’s Intellectual Property, loss, or damage of any kind incurred as a result of the use of any Customer’s Intellectual Property in the Service.

9.2. You agree that you are solely responsible for your use of the services, as well as for any Customer’s Intellectual Property you provide, and for the consequences thereof, including the use of the Customer’s Intellectual Property by other users and third parties. You understand that if you do not have the right to upload the Customer’s Intellectual Property to the services, you may be subject to legal liability. Trobbit shall not be liable for your use of the Customer’s Intellectual Property in accordance with these Terms and Conditions. You represent and warrant that you have all rights, powers, and authority necessary to grant the rights granted herein over any Customer’s Intellectual Property you submit.

10. Use and Warranty of the Platform

10.1. Trobbit does not guarantee the continuity of the operation and/or access to the platform and/or services. Consequently, Trobbit shall not be liable in any case for any damages that may arise from (i) the lack of availability or accessibility to the platform and/or provision of services, whether due to Trobbit failures or external causes; (ii) the interruption in the operation of the platform and/or services or computer failures, telephone breakdowns, disconnections, delays, or blocks caused by deficiencies or overloads in telephone lines, data centers, in the Internet system, or in other electronic systems, produced during its operation; and (iii) other damages that may be caused by third parties through unauthorized intrusions, whether or not under Trobbit’s control.

10.2. Trobbit does not guarantee the absence of computer viruses or other elements on the platform introduced by third parties unrelated to Trobbit that may cause alterations in its electronic and/or logical systems and/or in the electronic documents and files stored on its systems. Consequently, Trobbit shall not be liable in any case for any damages that may arise from the presence of viruses and/or other elements that may cause alterations in its physical and/or logical systems, electronic documents, and/or files.

10.3. Trobbit adopts various protection measures to protect the platform and the contents against computer attacks by third parties. However, Trobbit does not guarantee that unauthorized third parties cannot know the conditions, characteristics, and circumstances under which you access the platform and/or the services are provided. Consequently, Trobbit shall not be liable in any case for damages that may arise from such unauthorized access.

11. Privacy

11.1. Trobbit respects the privacy of Clients and Users and is committed to protecting the personal and commercial information that the Client shares with Trobbit. Trobbit believes that the Client has the right to know its practices regarding the information that Trobbit may collect when the Client contracts the Service. Trobbit’s policies and practices and the type of information collected are described in the Privacy Policy.

11.2. The Client acknowledges and agrees that codes and tags may be included in emails, newsletters, and websites. Any data received by Trobbit through tags will be used to perform the Service and/or provide and improve any other product or service of Trobbit that may be of interest to the Client to receive in a timely manner. Trobbit will collect and use such data in accordance with applicable laws and regulations, including, among others, laws governing privacy and data protection.

11.3. The Client undertakes to include on its website (i) a privacy policy that includes a link to Trobbit’s Privacy Policy and when required by law (ii) appropriate notification and choice mechanisms to comply with relevant laws and regulations.

When the law requires notifications, the Client must mainly inform Users (i) that by continuing to browse the Client’s website, they accept cookies (or other tracking technologies) for service purposes; and (ii) allow Users to learn more and object to the Service.

11.4. Trobbit cares about the privacy of its users. Trobbit collects, uses, and shares personally identifiable information and non-personally identifiable information, as described in its Privacy Policy. Clients hereby agree that by using the services, they consent to the collection of such information, and that the personal data of Clients and Users be collected, used, transferred, and processed in accordance with the Privacy Policy.

12. Removal of Infringing Content

12.1. If the Client and/or User believes that any content, advertisement, or banner included, among others, in the Client’s content, logos, trademarks, trade names of third parties or other intellectual property violates the intellectual property rights of the Client or third parties, they must send a detailed notification to legal@trobbit.com and Trobbit will make a reasonable commercial effort to remove such content, locate the infringer, and notify them about the Client’s and/or User’s claim.

12.2. For the removal to be effective, the Client’s notification must consist of the following: (i) physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that has allegedly been infringed; (ii) identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works on the Site are covered by a single notification, a representative list of such works on the Site; (iii) identification of the material claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled; (iv) information reasonably sufficient to permit Trobbit to locate the material; (v) a statement by the complaining party that it has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (v) a statement that the information in the notification is accurate, and under penalty of perjury, and that the complaining party is authorized to act on behalf of the owner of an exclusive right that has allegedly been infringed.

13. Trademarks

13.1. The Trobbit logo and all rights to the identifiers used by Trobbit in connection with the services and/or platforms (the “Trademarks”), “Trobbit Chatbot”, “Trobbit Live”, “Trobbit Conversational Marketing”, “Trobbit Conversational Customer Service”, “Trobbit Conversational Sales”, are trademarks and/or trade names and/or service marks of Trobbit, whether registered or not. All other trademarks, service marks, trade names, and logos appearing on the site, platform, and/or services belong to their respective owners (the “Third-Party Marks”). No right, license, or interest in Trobbit’s Trademarks is granted hereby, and the Client agrees that no right, license, or interest shall be claimed by the Client with respect to Trobbit’s Trademarks or third-party Marks.

14. Third-Party Links

14.1. The platform and/or services may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Trobbit. Trobbit does not endorse, nor assume any responsibility for any of these third-party sites, information, materials, products, or services. If you access a third-party website from the platform and/or services, you do so at your own risk and understand that these Terms and Conditions and our Privacy Policy will not apply to the use of such sites. You expressly release Trobbit from any and all liability arising from the use of any third-party website, service, or content, and agree that your relationships with any third-party website, service, or content are solely between you and such third parties. You agree that Trobbit is not and will not be liable for any loss or damage of any kind that you may suffer in your dealings with third parties, and you have no right to make any claim against Trobbit.

15. Indemnity

15.1. The Client agrees to indemnify Trobbit, its employees, contractors, agents, officers, and directors against any claims, damages, obligations, losses, liabilities, costs, or debts and expenses (including, among others, attorney’s fees) arising from the use and access to the services, including but not limited to any claim arising from: (i) data or knowledge transmitted or received by the Client and/or Users, (ii) the access or use of the services by third parties with the Client’s username and password; (iii) the access or use of the services by third parties with the Client’s API token; (iv) the violation of these Terms and Conditions, Privacy Policies, and/or any applicable rule or regulation.

16. Confidential Information

16.1. The Client undertakes to protect as confidential and not disclose to third parties any Confidential Information (as defined below) received from Trobbit, its related companies, or that the Clients obtain in connection with or on the occasion of the Contract. For these purposes, “Confidential Information” means information that is not publicly known and that is used, developed, or obtained by Trobbit and/or its related companies, including, among others, the following: i) information, procedures, and data obtained and/or developed by Trobbit or its related companies (including those obtained prior to the date of this Agreement) concerning Trobbit’s or its related companies’ business or affairs, (ii) products or services, (iii) costs and pricing structures, (iv) analysis, (v) business and accounting methods, (vi) software, including operating systems, applications, and programming listings, (vii) organizational charts, manuals, and documentation, (viii) all methods of production, processes, technology, and trade secrets, and (ix) any other similar and related information in any way. Likewise, the Client undertakes to use the Confidential Information only for the purpose of fulfilling its obligations under these Terms and Conditions. In order to maintain this framework of confidentiality, Clients undertake to take the security measures they consider necessary and reasonable, including at least those used to protect their own confidential information, which may not be less than established by applicable regulations. Clients must adopt the technical and organizational measures necessary to ensure the security and confidentiality of Confidential Information, in order to prevent its adulteration, loss, consultation, or unauthorized processing, and to detect intentional or unintentional deviations of Confidential Information, whether the risks arise from human action or the technical means used.

17. Relationship Between the Parties

17.1. The access and use of the platform as well as the provision of services will not constitute you as a legal representative or agent of Trobbit.

17.2. The only relationship between the Parties is that resulting from these Terms and Conditions. It is expressly clarified that neither you nor your employees and/or subcontractors (if applicable) are employees of Trobbit, but rather independent contractors linked by a commercial relationship with Trobbit related to the provision of services. In this regard, you represent and warrant that you have the appropriate experience, structure, and personnel to provide your services to third parties and to fulfill all obligations under these Terms and Conditions.

17.3. All labor, social security, and/or social security obligations that may correspond according to applicable law regarding your personnel will be your responsibility.

17.4. You undertake to indemnify Trobbit against any claim and/or legal or extrajudicial demand initiated against you by your employees, agents, dependents, and/or clients for labor, social security, or social security matters.

18. Limitation of Liability

18.1. The services are provided under the terms and conditions set forth herein and as currently offered. The Service is used at the Client’s own risk. The services are provided without any warranty, whether express or implied, including, among others, the warranty of merchantability, fitness for a particular purpose, or non-infringement. Trobbit does not guarantee that: (i) the services will be available at any time or location, (ii) they will be uninterrupted or secure, (iii) any defects or errors will be corrected, (iv) the services will be free of viruses or any harmful components.

18.2. In no event shall Trobbit and its affiliates, agents, directors, employees, or suppliers be liable for any direct, indirect, incidental, special, or punitive damages, including but not limited to, business interruption, loss of profits, or other intangible losses, resulting from the use or inability to use the services. Under no circumstances shall Trobbit be liable for damages and/or losses resulting from hacking, alteration, or unauthorized access to your account, or other use of the services or Client’s account and the information contained therein.

18.3. Under no circumstances shall Trobbit be liable for: (i) anything attributable to the Clients and/or (ii) the Clients’ use of the services and/or (iii) errors or inaccuracies in the Knowledge; (iv) direct or indirect damages that the Clients may cause to third parties; (v) injuries or damages to personal property of any nature resulting from their access to or use of Trobbit services; (vi) unauthorized access or use of Trobbit servers, and/or any personal information stored therein; (vii) any interruption or cessation of transmission from the services; (viii) any error or virus, trojans, or similar, that may be transmitted through the services by third parties; (ix) damages and/or direct or indirect consequences caused by the use of the User and password by third parties authorized by the Client; (x) damages and/or direct or indirect consequences caused by the use of tokens in the Client interface; in the event it is provided to third parties or becomes exposed and/or unprotected; (xi) any error or omission in any Knowledge or any loss or damage incurred as a result of the use of any Knowledge published, emailed, transmitted, or otherwise made available through the services; and/or (xii) any user Knowledge or any conduct that is defamatory, offensive, or illegal conducted by third parties and/or (xiii) cases where the services do not meet user needs.

In no event shall Trobbit, its agents, directors, employees, suppliers, or licensors be liable to the Clients for claims, proceedings, liabilities, damages, losses, or expenses, for an amount exceeding what the Clients paid for the services.

18.4.  Any Knowledge downloaded or obtained through the use of the services is downloaded at the Client’s risk and the Clients shall be solely responsible for any damage to their computer system and/or mobile device or loss of data resulting from such download or use of any of the services. Trobbit does not guarantee, nor shall it be liable for, the products or services offered by third parties through any of its services. Trobbit shall not be a party to such transactions and shall not monitor any transaction between Clients and third-party providers of products or services.

Given the nature of the services, Trobbit may perform routine maintenance tasks, and/or improvements to the services; for this reason and for other possible unforeseeable contingencies related to the Internet, Clients accept risks and imperfections, or the lack of availability of third-party servers, and Clients expressly waive any contractual or non-contractual liability, damages, and losses to Trobbit for possible failures, slowness, or errors in accessing and using the services for reasons not attributable to Trobbit.

The services have a highly available and auto-scaling service infrastructure, which will be available 99.9% of the time. Notwithstanding the foregoing, (i) Trobbit reserves the right to carry out scheduled interruptions of the services, which will be informed by Trobbit by email or at the URL: https://www.trobbit.com or by any other means, with a minimum notice of twenty-four (24) hours, in order to perform maintenance tasks, repairs, and other tasks related to the provision of services. Likewise, ii) Trobbit may make unscheduled interruptions for security reasons or when, at its discretion, it has reasonable information demonstrating that there are emergency reasons to do so.

18.5. The Client shall immediately notify Trobbit of any service failures and Trobbit shall inform the Client about the nature of the corresponding Service failure and the foreseeable repair time regarding the restoration of the services; Clients shall provide, if required, all necessary and reasonable support. Trobbit shall inform Clients as soon as possible when the malfunction is not related to the Service. Once the eventual failure is repaired, Trobbit shall immediately inform the Clients.

This limitation of liability applies whether the alleged liability is based on contract, tort, negligence, strict liability, or otherwise, even if Trobbit has been advised of the possibility of such damages.

SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF DIRECT OR INDIRECT DAMAGES, SO IN THOSE CASES, THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO THE USER. THIS AGREEMENT GRANTS SPECIFIC LEGAL RIGHTS AND CLIENTS MAY ALSO HAVE OTHER RIGHTS THAT MAY VARY FROM STATE TO STATE. WAIVERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT SHALL NOT APPLY IF APPLICABLE LAW SO DETERMINES.

19. Miscellaneous

19.1.These Terms and Conditions and any rights granted herein may not be transferred or assigned by the Clients but may be assigned by Trobbit without restriction. Any attempt to transfer or assign by the Clients shall be void ab initio.

In the unlikely event that Trobbit and the Clients cannot reach an amicable and private resolution to any claim or dispute arising between the Parties, both the Clients and Trobbit agree that any claim, dispute, or controversy (excluding injunctive or equitable relief sought by Trobbit) arising out of or relating to, or in connection with these Terms and Conditions, or the breach or alleged breach thereof (collectively, “Claims”), shall be resolved by arbitration pursuant to the rules of the American Arbitration Association (“AAA”) in the city of Miami, Florida, under the then-current AAA rules, unless otherwise provided in this Agreement. The award rendered by the arbitrator shall include arbitration costs, reasonable attorney fees, and reasonable expert and witness fees. Nothing in this Section shall be construed as a bar to Trobbit seeking injunctive relief and/or equitable remedies in any competent authority when necessary to protect any of TROBBIT INC.’s proprietary interests. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE CLIENTS ACKNOWLEDGE THAT, BY ACCEPTING THESE TERMS, THE CLIENTS AND TROBBIT INC. ARE WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

These Terms and Conditions, along with any amendments and additional agreements that may be entered into with Trobbit regarding the services, constitute the entire agreement between the Clients and Trobbit. If any provision of these Terms and Conditions is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Conditions, which shall remain in full force and effect.

No waiver of any term of these Terms and Conditions shall be deemed a further or continuing waiver of such term or any other term, and Trobbit’s failure to assert any right or provision under these Terms and Conditions shall not constitute a waiver of such right or provision.

Trobbit may provide notifications, if required by law or for other business-related purposes, via email, letters sent by postal mail, or by posting such notices on the website, at its sole discretion. Notwithstanding, Clients may opt out of certain types of notifications through the settings page.

If you need to contact Trobbit regarding any inquiries concerning these Terms and Conditions, you may do so by writing to:

legal@trobbit.com

7345 W SAND LAKE RD

STE 210 OFFICE 984

+1 (407) 204-1264, Orlando, FL.