TRUSTCLOUD TERMS AND CONDITIONS

We are TrustCloud Group, a digital identity choreographer platform that provides decentralised orchestration and custody of secure digital transaction services (the “Services”).

Our parent company, TrustCloud Inc. is a limited liability company incorporated in accordance with the laws of the State of Florida, United States whose registered address is 1101 Brickell Avenue, Suite N1400, Miami 33131, Florida, with subsidiaries incorporated in Spain, the United Kingdom and Mexico respectively.

TrustCloud Tech S.L., a subsidiary of TrustCloud Inc., is licensed as a Qualified Trust Service Provider by the Ministry of Economic Affairs and Digital Transformation in Spain for the qualified preservation service of qualified electronic signatures and qualified electronic seals, in accordance with the eIDAS Regulations (Regulation EU No. 910/2014 as amended by Regulation EU No. 2024/1183 of the European Parliament and Council of 11 April 2024 as regards establishing the European Digital Identity Framework).

In consideration of the subscription and payment for the contracted services, TrustCloud will make the product and services available to you (the Customer) in accordance with these terms and conditions for the duration stipulated in the Sales Order and Master Service Agreement.

1. You are responsible for the use of the Services and any consequences thereof. If you are using the services on behalf of an organisation, you expressly warrant that you have full authority to use the services and to take actions on and related to the Services.
2. You must:
   1. Only use the Services for your legitimate business purposes and at all times in accordance with these terms and conditions.
   2. Comply with the terms and conditions stipulated in the Master Service Agreement (if any).
   3. Comply with any restrictions we may impose from time to time regarding the Services.
   4. Comply with all applicable law.
   5. Maintain the confidentiality of any usernames or passwords associated with your access and use of the Services on the TrustCloud platform and you agree to assume full responsibility for any and all activities or actions that occur under your account. You agree to notify TrustCloud immediately upon becoming aware of any breach of security or unauthorised use of your account.
   6. Provide users of the Services with a clear and easily accessible contact mechanism to handle user problems or complaints and instructions to only contact us at (support@trustcloud.tech) in respect of any problem arising if, after diligently conducting your own internal investigations, you believe (reasonably and in good faith) that the problem/complaint has arisen due to an issue/error in the Services.
   7. Ensure that you maintain and obtain all consents, licenses and permissions you may require to comply with your obligations under these terms and conditions.
3. If you fail to comply with these terms of use, TrustCloud may suspend the provision of the Service effectively upon written notice to you. Suspension of the service does not relieve the Customer of its obligation to pay any fees due for the contracted service, or does not require TrustCloud to return any payments made upfront. Upon suspension TrustCloud may accelerate or otherwise change payment terms for current and future amounts due. TrustCloud may, in its sole direction, reactivate provision of the service to the Customer if the Customer remedies the event of default or non-compliance.

By accessing and using TrustCloud services on the website and/or platform, you undertake not to engage in any activity or transmit any information that:

1. is illegal or violates any local law or regulation;
2. is fraudulent, malicious or causes damage to injury to any person or property;
3. is defamatory, obscene, infringing, harassing or racially or ethnically offensive;
4. depicts sexually explicit images;
5. promotes violence;
6. is discriminatory based on gender, race, colour, religious belief, sexual orientation or disability;
7. is for the use of promotion of gambling;
8. uses the Services in any manner or for any purpose that it misappropriates or otherwise infringes any intellectual property right or right of any other person;
9. removes any proprietary notices from any part of the services or any materials provided or made available by us;
10. combines, integrates any part or element of the Services or our platform or generally with any software, technology, services or material which is not approved in advance in writing by us;
11. provide or allow access to the services to any third party, whose purpose is not provided for or exceeds the scope of the Master Service Agreement, and other provisions of these terms;
12. use the services in a way that could damage, disable, overburden, impair or compromise our systems or security on interfere with other customers’ use of our services;
13. attempt to alter or decipher any transmissions to or from the servers running our platform or the services (for example, by trying to break the encryption protecting those transmissions); nor
14. attempt, nor allow anyone, to use or access our platform or the services: (i) to copy, distribute, reproduce, alter, modify, reverse engineer, disassemble, decompile, transfer, exchange or translate our platform or related code; (ii) to create derivative versions of our platform or the Services; (iii) to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify our platform or the Service; (iv) to permit our platform to be combined with, or become incorporated in, any other programs or services; (v) in connection with any data mining, robots or other data gathering or extraction methods; or (vi) to hack, probe, scan, scrape, penetration test, fault find, analyse, tamper with, or in any way look to subvert or adversely affect the operation, code, and/or functionality of our platform or the Services, (vii) forge any TCP/IP packet header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; (viii) interfere with, or disrupt the access of any user, host or network, including without limitation sending a virus, overloading, flooding, spamming, mailbombing the Services, or by scripting the creation of content in such a manner as to interfere with or create undue burden on the services; (ix) disclose the results of any benchmark tests to any third party without TrustCloud’s written consent; nor (x) for anything other than its intended purpose.

1. In order to access and use the Services on the TrustCloud platform, the Customer shall pay the fees in advance, as indicated in the Sales Order issued by TrustCloud detailing the annual volume of transactions and the applicable fees for the relevant contracted Service.
2. All fees are due in full on the date stipulated in the Sales Order and any term renewal date, and TrustCloud is under no obligation to begin provision of the Service until the Customer has made such payment. Customer’s fees payment obligations are unconditional and not dependent on a go live date or use of the Service in a live environment. All payments are non-refundable and non-cancellable.
3. The Customer shall have authorised access and permission to use the Services on the TrustCloud platform once the fees detailed in the respective Sales Order have been settled. Where the volume of transactions exceeds the amount purchased, you will be permitted to continue use of the Services on condition that you pay for any overages in arrears. Overage shall be understood as consumption made by the Customer beyond the scope of the Agreement. Any overages will be invoiced in arrears at the end of each month during which they were incurred and shall not exceed 2x the initial agreed price.
4. TrustCloud reserves the right to change our fees from time to time, subject to the conditions detailed in our Master Service Agreement. We shall notify you of any changes by email or through the method of notice stipulated in the Master Services Agreement. Such changes will not impact the cost of any pre-existing Sales Orders but will apply to future Sales Orders and Overages.

1. All information, context, text, graphics, design, compilation, selection and arrangement of elements, organisation, software, and other content that make up the TrustCloud website and platform (the ‘Materials’) are the property of TrustCloud Group. You acknowledge that certain Materials on the platform and website are protected by copyright, trademark, patent, or other intellectual property rights of TrustCloud and its licensors. Except as expressly provided, nothing in this website, platform or Materials shall be conferring any license under any of TrustCloud or its licensor’s intellectual property rights, whether by estoppel, implication, waiver or otherwise. You do not acquire any ownership rights to any Materials on the website or platform.
2. TrustCloud grants you a limited, non-transferable, non-sublicensable, revocable license to access and use the website, platform and Materials only in the manner presented by TrustCloud and as expressly permitted by TrustCloud. Except as expressly provided herein or as otherwise permitted by mandatory provisions of applicable law, you agree that you will not copy, reproduce, alter, reverse engineer, modify, create derivative works, broadcast or publicly display any Materials from the website and/or platform without the prior express written permission of TrustCloud. Notwithstanding the foregoing, you may only download one copy of the Materials designated by TrustCloud as downloadable for your reference and permitted use, provided you keep intact all copyright and other proprietary notices and subject to additional applicable terms. Any other use of the Materials for any other purpose is a violation of these terms and conditions and TrustCloud or its licensor’s copyright and other intellectual property rights. Use of any such Material on any other website or networked computer environment is strictly prohibited.
3. Trademarks. All trademarks, service marks and trade names appearing on the website and/or platform are the property of TrustCloud and are protected by copyright and trademark laws. You agree not to defame, disparage or commit any libelous act towards TrustCloud and its trademarks, service marks and trade names, or any other aspect on the website, platform and/or the Materials. Any use of the trademarks, service marks, or trade names appearing throughout the website and/or platform without the express consent of TrustCloud is strictly prohibited. Any rights not expressly stated in these terms and conditions are reserved.
   1. In reference to B2B services, both TrustCloud and the contracting party shall grant each other authorisation to make respective use of their logos, trademarks or tradenames as a commercial reference and in accordance with any customary market usage, provided that such use:
      • Does not affect or could affect the validity or detract from the distinctive character of the elements;
      • Does not give rise to confusion or allow a third party to reasonably interpret that between both parties there is a relationship of commercial collaboration or partnership, which exceeds the actual provision of the Services; and
      • The authorised party complies with the indications sent by the owner regarding the use, placement or representation of the logo or trademark.

1. The privacy policy posted on TrustCloud website sets the terms and conditions governing the collection and use of personal information by TrustCloud from Customers gathered through the website (https://trustcloud.tech/privacy-policy/) and/or platform to provide the Services.
2. As part of the contracted Services, we are required to issue certain communications to our account users, such as service announcements and administrative messages. These communications are considered fundamental to and are part of the Services provided to TrustCloud Customers, thus may not be subject to the opt-out option accorded to marketing communication.
3. If you send or authorise TrustCloud to contact or send an invitation to a third-party to join or use the Services, you are expressly representing that the third-party has requested to join the Service or to receive the information and that any communication extending the invitation was sent in accordance with the applicable law. If you provide the personal information of any third party as part of your account setup or for any other reason, you expressly represent that you have full consent of the data subject and the full right and authority to provide TrustCloud with the information to be used in accordance with the terms and conditions and the privacy policy.
4. Data. You are solely responsible for determining the suitability of the website and/or platform for your business or organisation and complying with any regulations, laws, or conventions applicable to the data you provide and your use of the website and/or platform.
5. Usage Data. TrustCloud may collect, generate, store and use diagnostic and usage-related data, and information, or insights generated or derived from the use and operation of the TrustCloud Services (Usage Data). TrustCloud owns all right, title and interest in Usage Data and may use it for business purposes, including providing support for TrustCloud Services, customer account management, industry analysis, benchmarking, analytics, and developing and improving its products and services. Any Usage Data that TrustCloud discloses will be de-identified and aggregated.

1. Scope. Confidentiality in this context will be understood to cover the terms of the conversations and also the products, including software in source or object code form, computer programs, technical drawings, algorithms, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, financial, customer and product development plans, forecasts, strategies and information, marketing strategies, techniques, technology, rights of use, financial information or any other information regarding customers or suppliers, or data (including, but not limited to, the information retained in any type of storage system, whether written or computerized, created or yet to be created) related to the business or affairs of one of the Parties, whether written, spoken or by any other means. The above stipulation also applies whether or not the said information was identified as ‘confidential’ when delivered to one of the Parties by the other.
2. Exceptions. Confidential Confidential information shall not include any information which: (i) is in the public domain on the date this MNDA is signed, or which, at a later date, enters the public domain without any breach by the recipient, either directly or indirectly, of its obligation of confidentiality hereunder; (ii) the Recipientcan prove that it was in its possession, was to its knowledge or already belonged to its files before receiving it from the Discloser and was not previously acquired under an obligation of non-disclosure; or (iii) that can be lawfully obtained from any public record or other source, without limitation as to its use and without breach of any obligation of confidentiality; or (iv)the party can prove that it was in its possession or knowledge prior to receipt from the other party and was not previously acquired under an obligation of non-disclosure; or (v) is disclosed by the Recipient with prior approval, in writing, from the Discloser, in accordance with the terms of said approval.
3. Restricted Use and Nondisclosure. During and for five (5) years after the term of the contracted TrustCloud Services, you will (i) use our confidential information solely for the purpose for which we provided it; (ii) not disclose such confidential information to a third party, except on a need-to-know basis to your affiliates, attorneys, auditors, consultants and service providers who are under confidentiality obligations at least as restrictive as those contained herein; and (iii) protect such confidential information from unauthorised use and disclosure to the same extent (but using no less than a reasonable degree of care) that you protect your own Confidential Information of a similar nature.
4. Required Disclosure. If you are required by law to disclose our Confidential Information, you will give us prompt written notice before making the disclosure, unless prohibited from doing so by the legal or administrative process and assist us to obtain where reasonably available an order protecting our Confidential Information from public disclosure.
5. Ownership. Notwithstanding any other provision of these terms and conditions, you acknowledge that all the Confidential Information you receive from us, including all copies thereof in your possession or control, in any media, is proprietary and exclusively owner by us. Nothing in these terms and conditions grants you any right, title or interest in or to any of our Confidential Information, except as provided in these terms and conditions. Any incorporation of our Confidential Information into any of your own materials will not render our Confidential Information non-confidential.

1. To the maximum extent permitted by law, in no event shall TrustCloud Group be liable to anyone for any indirect, incidental, punitive, special, exemplary, or consequential damages, or for any damages to your computer, telecommunication equipment, or other property and/or loss of data, content, images, revenue, profits, service or other economic advantage, arising out of or in any way connected with these terms and conditions, including but not limited to: (i) the accessing or use of or inability to use the Services; (ii) any conduct or content of any third party on the services, including without limitation, any defamatory, offensive or illegal conduct of other users or third parties, (iii) any content obtained from the services; or (iv) unauthorised access, use or alteration of your transmissions or content regardless of case, whether in action in contract or negligence or other tortuous action, even if the party whom the damages are being sought has been previously advised of the possibility of such damages.
2. The limitation of liability set forth in this section shall not apply in the event of customer’s breach or related to customer’s indemnity obligations. The limitation of liability set forth in this section shall not apply in relation to any claim in respect of any death or personal injury. This section shall not affect the rights listed below in the clause titled ‘Indemnity’.
3. To the extent allowed by law, in no event shall the aggregate liability of TrustCloud exceed the amount paid by the Customer to TrustCloud in the past twelve months for access to and use of the Services giving rise to the claim.

Each party represents and warrants that it has the power and authority to enter into these terms and conditions. TrustCloud warrants that it will provide the Services in a manner consistent with its business practices, as TrustCloud, in its sole and absolute discretion, deems fit. You represent and warrant that any information you provide in connection with the Services is accurate and current and that you have the right to provide such information.

1. As permitted by applicable law, except where expressly provided otherwise by TrustCloud, the Services are provided “as is” and “as available”. To the fullest extent permissible by applicable law, except for the express warranties set forth herein, TrustCloud hereby disclaims all other warranties, express or implied, including but not limited to any implied representations, warranties, guarantees, and conditions of merchantability, fitness for a particular purpose, title and non-infringement, except to the extent that such disclaimers are held to be legally invalid.
2. TrustCloud makes no representations, guarantees or warranties regarding the availability, timeliness, quality, suitability, truth, accuracy or completeness of the Services, materials associated therewith, or the results you may obtain by accessing or using the Services.
3. Without limiting the generality of the foregoing, TrustCloud does not represent or warrant that the operation of the Services will be timely, secure, uninterrupted, or error-free. You acknowledge that TrustCloud facilitates the transfer of data over communication facilities, including the internet, and that the Services may be subject to limitations, delays, interception and other problems inherent in the service of such communication facilities. TrustCloud is not responsible for any delays, delivery failures, or other damage resulting from such occurrences.
4. We reserve the right to (and accept no liability if we do) reject, suspend or terminate the use of all (or any part(s)) of the Services, at any time for non-payment or late payment of fees or Sales Order invoice, for business, security, operational, regulatory, legal, or any other reason including where we reasonably believe that (i) you have caused or are likely to cause damage to the reputation or public perception of TrustCloud; or (ii) your conduct is inconsistent with having the intention or ability to comply with these terms and conditions, or (iii) you are subject to sanctions, or (iv) if, for any other reason related to legal or regulatory requirements, it might be illegal for us to continue to provide the Services to you.

You will defend, indemnify and hold TrustCloud harmless against any and all claims, costs, damages, losses, liabilities and expenses (including lawyers’ fees and costs) arising out of or in connection with a claim by a third party, charges and investigations related to (i) your failure to comply with the terms and conditions; (ii) your interactions with any other TrustCloud user; (iii) your user content and injury, harm and damage or loss that falls to you or a third-party related to your user content or any information you upload or transmit through the Services; (iv) any claim that an invitation sent to a third-party by you provide or by TrustCloud at your request is spam, unsolicited commercial email or otherwise violates applicable law; (v) any personal information about a third-party that you provide to TrustCloud; (vi) any information you learn about on or through the Services, including without limitation, any unauthorised use or disclosure of personal information you learned about on the Services; and (vii) any activity in which you engage on or through the services.

1. Termination of your subscription to any of the services available to you on the TrustCloud website and/or platform or expiry of a contractual agreement between you and us, not subject to auto-renewal provisions, will automatically terminate your access to such services. In the event of termination of your subscription or discontinuation of your use of the TrustCloud platform, any outstanding payments shall remain due with immediate effect.
2. We may terminate our contractual engagement with you and discontinue your use of the Services for convenience at any time upon giving you ninety (90) days’ notice in writing.
3. Save as otherwise herein provided, we may terminate our contractual engagement with you and discontinue your use of the Services with immediate effect by giving written notice if you:
   1. commit a material breach of these terms and conditions where such breach cannot be remedied or (if such breach is remediable) you fail to remedy the breach within thirty (30) days of being notified in writing to do so;
   2. become insolvent;
   3. fail to honour payment of any fees due to TrustCloud pursuant to these terms and conditions.

1. We may monitor usage of the Services at any time and for any reason.
2. To ensure the proper operation of TrustCloud Services, we may at any time, on reasonable notice (unless we consider that immediate action is required), audit or investigate your use of the Services and/or compliance with these terms and conditions.
3. If any audit/investigation or monitoring is undertaken by us, or a complaint or claim is raised with us by a user, service provider or regulator, related to your access or use of the Services then you must promptly provide all the information and support reasonably requested by us regarding the investigation and resolution of that matter.
4. Except as provided by applicable law(s), you agree that nothing in these terms and conditions will prevent or limit us from creating, using, disclosing and exploiting aggregated data and information of any sort relating to and/or resulting from any use of the Services which is aggregated and either anonymous or de-personalised.

1. Interpretation. In interpreting these terms and conditions: (i) any reference to the term “includes”, “including” or derivatives from such shall mean “including but not limited to”; (ii) the singular includes the plural and vice versa; (iii) a reference to a statute or statutory provision is a reference to it as amended or re-enacted and includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; and (iv) reference to “writing” or “written” includes email communication. The terms “Service” and “Order” shall include all the contracted Services and Sales Order(s) in effect between the parties. These terms and conditions shall be construed without regard to any presumption requiring interpretation against the drafting party, TrustCloud. The terms and conditions may be translated into multiple languages, but the English language version shall control.
2. Relationship between the Parties. The parties are independent contractors and nothing in this Agreement shall be deemed to establish a partnership, joint venture or employment relationship between both parties, and neither the Customer nor TrustCloud is the agent of the other or is authorised to create any liability or obligation in the name of the other party.
3. Regulatory Audits. TrustCloud will use commercially reasonable efforts to cooperate with audits initiated by a regulatory or similar government authority with jurisdiction over the Customer, to the extent necessary to allow the Customer to comply with applicable law. The Customer shall be responsible for all reasonable costs incurred by TrustCloud with respect to any such audit.
4. Subprocessors and Subcontractors. TrustCloud uses subprocessors and certain other affiliates, subcontractors, agents and vendors to perform the Services, and you hereby consent to TrustCloud’s use of such parties. The rights and obligations of TrustCloud may be, in whole or in part, exercised and fulfilled by those parties. The Customer shall be liable for the actions of all affiliates, subcontractors and other parties it engages with respect to the Service.
5. Assignment. TrustCloud may transfer or assign these terms and conditions and its rights and obligations under these terms and conditions provided the guarantees, service and quality are maintained.
6. Severability. If any provision of these terms and conditions is determined by a court of competent jurisdiction to be invalid or unenforceable, it will be severable from the remainder of these terms and conditions, will not cause the invalidity or unenforceability of the remainder of the terms and conditions, and will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under applicable law.
7. Waiver. Neither Party waives any rights by delaying or failing to exercise such rights at any time.
8. Dispute Resolution. The parties shall attempt in good faith to resolve any disputes which may arise between them within thirty (30) days of a party’s notice to the other party of the dispute. If the dispute is not resolved within that period, then the matter will be escalated to a Senior Executive in the parties’ respective organisations for resolution within thirty (30) days of escalation. This dispute resolution procedure does not prejudice either party’s right to subsequently seek a legal remedy and does not prejudice TrustCloud’s rights under these terms and conditions with respect to non-payment of fees. Additionally, either party may seek injunctive relief without following the dispute resolution procedure set forth in this section.
9. Governing Law. Save as otherwise provided in the Master Services Agreement between TrustCloud and the Customer, these terms and conditions and any related disputes, shall be construed according to and governed by the laws of the State of Florida, without giving effects to its rules regarding conflicts of law. The parties agree to the exclusive jurisdiction of the state or federal courts located in Miami, Florida, U.S.A.
10. Entire Agreement. These terms and conditions, the privacy policy and the Master Services Agreement (including annexes and schedules attached thereto) signed between the Customer and TrustCloud contain the entire understanding of the parties about the subject matter referred to in these terms of service, to the exclusion of all previous agreements, understandings, correspondence or commitments between the parties or any third parties purporting to represent them. In the event of a conflict between the provisions of these terms and conditions and the provisions of a Master Service Agreement, the provisions of the Master Service Agreement will prevail. You acknowledge that by accessing and using our Services that you have not relied on any representations made by us or any other entity, whether oral or written, that are not contained in these terms and conditions.