The Website (General Terms of Service)
a. The Agreement
This website (the “Website”) is operated by First Capitol Consulting, Inc. dba Trusaic (“Trusaic”, “we”, “our”, or “us”). By registering for and/or using the Website, including any service, software and/or content through or in the Website, you agree to be bound by all terms and conditions contained herein, and by reference (collectively, the “Terms”). If you use the Website on behalf of an entity, company or organization (collectively, organization”) you agree to the Terms on behalf of yourself and the organization that you represent (collectively, “users”, “you”, or “your”).
Review these Terms (the “Agreement”) thoroughly. The Agreement is a legal agreement between you and Trusaic. If you do not agree to this Agreement, then you may not use the services, software, and/or content provided through or in the Website (“collectively, the Services”).
This Agreement describes the Terms herein governing your use of the Website, including the Services. The Agreement incorporates by reference:
• Additional Terms and Conditions, which may include those from third parties.
• Any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, etc.
2. Electronic Communications.
When you visit the Website or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email or by posting notices on this website. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
Any use of or access to the Website by anyone under 13 is strictly prohibited and in violation of the Terms. Any use of or access to the Website by anyone under 18 is permitted only with the express written permission of such individual’s legal guardian, and you represent and warrant that you have received such permission, if necessary. Individuals under 18 may use the Website solely for themselves and may not make use of the Website on behalf any third party. The Website is not designed for use by or in connection with anyone under the age of 18, and you accept all responsibility that may arise from your use of the Website in connection with any minors. If you over the age of legal majority and are using the Website on behalf of an entity, company or organization, you represent and warrant that you have the authority to bind said entity, company or organization by your use of the Website.
4. Your Account.
If you use the Website, you are responsible for maintaining the confidentiality of your account (“Trusaic Account”) on the Website, username, password and other sensitive information. You are responsible for all activities that occur in your Trusaic Account and you agree to accept responsibility for all activities that occur under your Trusaic Account. You acknowledge that Trusaic is not responsible for any loss or damage to you or to any third party incurred as a result of any unauthorized access and/or use of your Trusaic Account. You agree to inform us immediately of any unauthorized use of your Trusaic Account by email to firstname.lastname@example.org.
5. Organization Accounts and Administrators.
When you register for an account on the Website for your organization you may specify one or more administrators. The administrators will have the right to manage end users in your organization account. You are responsible for ensuring confidentiality of your organization account password, appointing administrators for managing your organization account, and ensuring that all activities that occur in connection with your organization account comply with the Terms. You are responsible for taking necessary steps for ensuring that your organization does not lose control of the administrator accounts. In the event of a loss of control of the administrator accounts, you agree to inform us immediately by sending an email or by calling us. Trusaic will provide control of the administrator accounts to an individual providing proof satisfactory to Trusaic demonstrating authorization to act on behalf of your organization. You agree not to hold Trusaic liable for the consequences of any action taken by Trusaic in good faith in this regard. You acknowledge that Trusaic is not responsible for any loss or damage to your organization or to any third party incurred resulting from the loss of control of your organization’s administrator accounts.
6. Single Sign On.
Trusaic may make available access the Website via single sign on, which allows a user to use one set of login credentials (e.g., name and password) to access multiple applications through or within the Website (“SSO”). Trusaic provides SSO for the convenience of its users. However, SSO adds a risk to security in that an attacker who gains control over a user’s SSO credentials will be automatically be granted access to every application to which the user has rights through the SSO.
7. Links to Third-Party Websites/Third-Party Services.
8. Use with a Mobile Device.
Trusaic may make available software to access the Website via a mobile device (“Mobile Software”). To use the Mobile Software you must have a mobile device that is compatible with the Mobile Software. We do not warrant that the Mobile Software will be compatible with your mobile device. You are solely responsible for these requirements, for any mobile data usage or other similar charges, fees or taxes incurred by you in connection with the Mobile Software, as well as the terms of your agreement with your mobile device and telecommunications provider. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Software, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Software to any third-party; (iii) make any copies of the Mobile Software; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Software, features that prevent or restrict use or copying of any content accessible through the Mobile Software, or features that enforce limitations on use of the Mobile Software; or (v) delete the copyright and other proprietary rights notices on the Mobile Software.
You acknowledge that Trusaic may from time to time issue upgraded versions of the Mobile Software, and may automatically electronically upgrade the version of the Mobile Software that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that these Terms will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Software is covered by the applicable open source or third-party license end user license agreement, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Software or any copy thereof, and Trusaic or its third-party partners or suppliers retain all right, title, and interest in the Mobile Software (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void.
9. Permissible and Prohibited Uses.
You are granted a non-exclusive, non-transferable, revocable license to access and use the Website strictly in accordance with these Terms and so long as you are in compliance with any applicable payment obligations. You warrant to Trusaic that you will not use the Website for any purpose that is unlawful or prohibited by these Terms. You may not use the Website in any manner which could damage, disable, overburden, or impair the Website or interfere with any other party’s use and enjoyment of the Website. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Website. Examples of prohibited uses of the Website include, but are limited to, the following: (a) deceptive and unfair trade practices; (b) placement on the site of any untrue, malicious, fraudulent, harassing, offensive or defamatory material, or any material that is irrelevant to a legitimate use of the Website; (c) introduction of viruses, worms or other programming routines that are intended to disrupt or interfere with the intended operation of the Website; (d) promotion of an unlawful activity or purpose, including any activity that could give rise to criminal or civil liability; (e) any activity that infringes on the copyright, patent, trademark or other rights of any person or entity; and (f) any manner that violates any applicable law, regulation or this Agreement. If you engage in a prohibited use of the Website, you will be barred from any future use of the Website. Trusaic reserves the right to remove any content posted by any user that we determine in our sole discretion constitutes an impermissible use or a violation of these Terms.
10. Copyright and Other Proprietary Rights.
You acknowledge and agree that the Website and all information, data and content included therein, including, but not limited to, texts, graphics, logos, icons and images, as well as the compilation thereof, and any software used on the Website, is the property of Trusaic or its licensors and is protected by copyright law and other laws that protect intellectual property and other proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto. You agree not to modify, publish, transmit, reverse engineer, participate in the transfer or sale of, create derivative works, or in any way exploit any content, in whole or in part, contained in the Website. Trusaic content is not for resale. Your use of the Website does not entitle you to make any unauthorized use of any protected content, and in particular, you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of Trusaic and/or otherwise the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of Trusaic or its licensors except as expressly authorized by these Terms.
11. Information or Materials Provided by You.
Trusaic does not claim ownership of the information or materials you provide to Trusaic or on the Website (collectively “User Content”). However, by uploading or otherwise inputting your User Content on the Website, you are granting Trusaic permission to use your User Content in connection with any services that Trusaic may be providing to you. You represent and warrant that you own or otherwise control all of the rights to your User Content including, without limitation, all the rights necessary for you to upload or otherwise input the User Content.
12. Your Personal Information.
13. Accuracy of Information.
You acknowledge and agree that all information and materials contained in your User Content are true, accurate, current and complete. You understand and agree that Trusaic must and will rely on the accuracy of your User Content in connection with any services that Trusaic may be providing to you. You further acknowledge and agree that if you provide Trusaic with incorrect or incomplete information or there is any error or omission in your User Content, Trusaic will not be liable for such incorrect or incomplete information, error or omission.
14. No Professional Advice.
You acknowledge and agree that the Website and the Services are not intended as tax accountancy, or legal advice of any nature. Although the Website and Services provides access to various information and recommendations pertaining to tax, health benefits and coverage, employment and related issues, such content is provided for informational purposes only and should not be construed as tax, accountancy, or legal advice. You acknowledge and agree that you are solely responsible for determining the nature, potential value and suitability, for yourself or your organization, of any information or recommendation obtained through the Services and/or contained on the Website. You acknowledge that, if any tax, accountancy or legal advice is needed, you will take no action based upon such information or recommendation without first seeking independent tax, accountancy, or legal advice.
15. International Usage.
The Website and Services are controlled, operated and administered by Trusaic solely within our offices within the United States. You agree to comply with all local rules where you reside or your organization is located regarding online activities, email, our Website and the Services. More specifically, but without limitation, you agree to comply with all applicable laws regarding the transmission of technical data exported to or from the United States or the country in which you reside. We make no representation that the Website or Services are appropriate or available for use outside the United States. Those who access the Website from outside the United States do so at their own initiative and risk, and are fully responsible for compliance with all applicable laws in those locations.
You agree to indemnify, defend and hold harmless Trusaic, its officers, directors, employees, agents and authorized representatives (“Trusaic Parties”), and any affiliates, licensors and any other potentially relevant third parties (collectively, “Trusaic Affiliates”), for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of or inability to use the Website or Services through the Website, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. Trusaic reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to fully cooperate with Trusaic Parties and/or Trusaic Affiliates, as applicable.
17. Third-Party Beneficiaries.
The Website’s underlying service provider(s), Trusaic, its business partners, third-party suppliers and providers, account providers, licensors, officers, directors, employees, distributors and agents are expressly made third party beneficiaries of these Terms. Except as set forth in the immediately preceding sentence, nothing express or implied in these Terms are intended to confer, nor shall anything herein confer, upon any person other than the parties and the respective permitted successors or assigns of the parties, any rights, remedies, obligations or liabilities whatsoever.
Any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Trusaic without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
You may order certain Services using the then-current ordering process(es) to secure such certain Services. All orders are subject to acceptance by Trusaic in its discretion. All of the information provided by or on your behalf must be current, complete, and accurate, and you are responsible for keeping such information updated. Order information may be subject to automatic processing by Trusaic for the purposes of managing your account.
All payments for all Services are to be paid pursuant an invoice issued by Trusaic and under the terms of a separate written agreement.
21. Fees and Taxes.
You are responsible for all government related fees and taxes (“Government Fees and Taxes”). In connection with any tax credit services, if you fail to pay such Government Fees and Taxes and to the extent that Trusaic, at its option, selects to advance those Government Fees and Taxes to secure tax credits, you agree to reimburse Trusaic for any such Government Fees and Taxes , and indemnify and hold Trusaic harmless against any other claim, liability and/or penalties resulting therefrom.
22. Late Payments.
Trusaic reserves the right, in its discretion, to (i) suspend or terminate any Service or any portion thereof for non-payment of fees, and (ii) impose a charge to restore archived data from delinquent accounts.
The terms of this Agreement shall apply for the period of Services set forth under accepted orders or agreements, or, if none, for the period of paid or trial subscription, unless otherwise terminated pursuant to the terms of the Agreement. The Agreement shall automatically renew if written notice of cancellation of services is not received in writing by Trusaic at least 30 days prior to the end of the then current term unless stated otherwise in a separate applicable agreement.
24. Obligations after Termination.
You understand that in connection with certain tax credit services, certain fees are dependent on government approval, and may not be accessable within the term of the Agreement. Accordingly, you understand that certain fees for tax credit services may be assessed up to four (4) years after the cancellation of services under the Agreement, and will be due and payable on a monthly basis as such tax credit services are received. Trusaic will have no obligations to calculate tax credit amounts beyond the term of the Agreement, and Trusaic will only be required to provide certifications in connection with tax credit services upon receipt of payment for their respective fees.
25. Disclaimer of Warranties.
TRUSAIC MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES OR GUARANTEES IN CONNECTION WITH THE WEBSITE OR SERVICES. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE IS PROVIDED TO YOU ON AN “AS-IS,” “WHERE-IS” BASIS WITHOUT WARRANTY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. TRUSAIC DOES NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED ON THE WEBSITE WILL BE (I) UNINTERRUPTED, (II) IMPERVIOUS TO HACKERS, (III) ERROR FREE, (IV) THAT DEFECTS WILL BE CORRECTED, OR (IV) THAT THE SITE OR THE SERVER THAT MAKES SUCH SERVICES AVAILABLE ARE FREE OF VIRUS OR OTHER HARMFUL COMPONENTS. IF YOUR USE OF THE WEBSITE IS IN NEED FOR SERVING OR REPLACING EQUIPMENT OR DATA, TRUSAIC IS NOT RESPONSIBLE FOR ANY SUCH COSTS. TRUSAIC MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE MATERIALS, SERVICES, SOFTWARE, TEXT, GRAPHICS AND LINKS IN THE WEBSITE.
26. Limitation of Liability.
27. Class Action/Jury Trial Waiver.
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE WEBSITE OR THE PRODUCTS OR SERVICES PROVIDED ON OUR WESBITE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY USING THE WEBSITE, YOU AND TRUSAIC ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
28. Access Restriction Upon Termination.
Trusaic reserves the right, in its sole discretion, to terminate your access to the Website and any Service or any portion thereof at any time, without notice, if you materially breach any provision of this Agreement. To the maximum extent permitted by law, these Terms are governed by the laws of the State of California and you hereby consent to the exclusive jurisdiction and venue of courts in Los, Angeles California in all disputes arising out of or relating to the use of the Website. Use of the Website is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Trusaic as a result of these Terms or use of the Website. Trusaic’s performance under these Terms are subject to existing laws and legal process, and nothing contained in these Terms is in derogation of Trusaic’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Website or information provided to or gathered by Trusaic with respect to such use. If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms shall continue in effect.
Unless otherwise specified herein, these Terms constitutes the entire agreement between you and Trusaic with respect to the Website and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Trusaic with respect to the Website, except as to any separate written agreement for Services with Trusaic. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that these Terms and all related documents be written in English.
29. Additional Terms.
The Terms apply only to your use of the Website. Some features, functionality and services on our Website may be governed by additional terms and conditions or separate agreements (collectively, the “Additional Terms”). You agree to review all Additional Terms relating to Trusaic’s products and services. In the event of any conflict between these Terms and the Additional Terms, the Additional Terms shall govern and control, unless the Additional Terms expressly state that these Terms will control. All other Terms and Additional Terms will remain in full force and effect.
With respect to certain Services provided through or in the Website, as specified below, the additional terms are set forth below.
30. Modification of Terms and Conditions of Use.
Trusaic reserves the right, in its sole discretion, to modify the Terms at any time by posting a revised version of the Terms on our website or by sending notification to the email address associated with your account. The most current version of the Terms will supersede all previous versions. Your continued access or use of the Website constitutes your acceptance to the modified terms. Trusaic encourages you to periodically review the Terms to stay informed of our updates.
31. Contact Us.
The Website is provided by First Capitol Consulting, Inc. If you have any questions regarding the Terms of our website, please contact us at:
First Capitol Consulting, Inc.
Attn: Legal Department
3530 Wilshire Blvd., Suite 1460
Los Angeles, CA 90010
If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs by contacting them at:
Department of Consumer Affairs
Attn: Complaint Assistance Unit
1625 North Market Blvd., Suite N 112
Sacramento, CA 95824
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40. PET Tool Terms of Service .
If you purchase a PET Tool Service, to the extent applicable to you, you agree to the following additional terms.
40.1.1 “Applicable Laws” means all applicable laws, statutes and regulations from time to time in force relevant to the provision of the PET Tool Services.
40.1.2 “Client” means the person or firm who purchases a PET Tool Service from Trusaic.
40.1.3 “Data Breach” means (i) any unauthorized loss, corruption, damage, destruction, alteration, disclosure or access to any Personal Information; (ii) any unauthorized or unlawful Processing of Personal Information; or (iii) any breach of Data Privacy Laws.
40.1.4 “Data Privacy Laws” means all laws in any relevant jurisdiction that relate to data protection, privacy, the use of information relating to individuals, and/or the information rights of individual including, without limitation, (from 25 May 2018) the General Data Protection Regulation (EU 2016/679), and the equivalent in any other relevant jurisdictions all as amended or replaced from time to time.
40.1.5 “Personal Information” means any information which: (i) falls within the definition of “Personal Data” under the General Data Protection Regulation EU 2016/679; and (ii) in relation to which Trusaic is providing the Services or which Trusaic is required to Process (subject to the Data Privacy Laws) in connection with this agreement.
40.1.6 “Processing” has the meaning given under the General Data Protection Regulation EU 2016/679) (and Process, Processed and Processes shall be construed accordingly).
40.1.7 “Product Support” means support from Trusaic’s product support specialists to guide the Client through the initial set-up, training and address follow-up questions.
40.1.8 “PET Tool Services” means the provision of the PET Tool, which means the Pay Equity Tracker, which is available in 2 versions: (a) Basic and (b) Advanced.
40.1.9 “Trusaic” means First Capitol Consulting, Inc. dba Trusaic and/or its subcontractor, Curo Compensation Limited.
40.1.10 “Website” means www.payparitybasic.com specifically for purposes of Section 40.
40.2 Scope of Pet Tool Services Terms and Conditions.
These terms and conditions will apply to any PET Tool Service (“Pet Tool Services Terms”) purchased from Trusaic by the Client. These terms and conditions form part of an agreement between the Client and the Trusaic, along with a separate written agreement for PET Tool Services (“Pet Tool Services Agreement”). To the extent of any conflict between the terms in the Pet Tool Services Agreement and those terms in Pet Tool Services Terms, the terms of the Pet Tool Services Agreement shall govern.
40.3 Provision of Pet Tool Services.
40.3.1 The Pet Tool is available in the following two standards: (a) Basic standard which allows the Client to generate EEO1 report tables, high level Pay Equity Analytics based on EEO1 categories, Pay Equity Analytics by Client defined protected categories, dashboards, drilldowns, defined and monitor pay equity actions (“Basic Standard”); and (b) Advanced standard which comprises of the Basic Standard as well as incorporating multi-variate regression analysis to identify where pay gaps can be explained by non-monetary factors such as performance, tenure, time in role, age, and location and including a budget modelling capability (“Advanced Standard”).
40.3.2 For the Basic Standard and Advanced Standard versions of the Pet Tool, the following additional terms apply.
184.108.40.206 When the Client submits the relevant data to the Pet Tool available from the Website, the Client will be provided with the results in the form of various graphical and tabular reports (“Pet Tool Output”) via the Client’s account on the Website.
220.127.116.11 The reliability of the Pet Tool is dependent on the accuracy and quality of the data uploaded to the Website by the Client and the various modelling options selected by the Client. Trusaic does not offer any guarantee or warranty, express or implied, concerning the accuracy, comprehensiveness or suitability of the information provided in the Pet Tool.
18.104.22.168 It is the Client’s sole responsibility (a) To check the validity of the configuration options (b) For the choice of model parameters and (3) The quality and accuracy of the data input (d) For interpretation of the model and analytics output.
22.214.171.124 The results of the Pet Tool are for the use of the Client only.
40.4 Client Account.
40.5 Intellectual Property Rights
40.5.1 All Intellectual Property Rights in or arising out of or in connection with the Services and in the design, content and arrangement of the Website (other than Intellectual Property Rights in any materials provided by the Client) shall be owned by Trusaic.
40.5.2 Aside from the output from the Pet Tool Services that Trusaic will provide to the Client (“Pet Tool Output”), the Client may not download, store, alter, adapt or reproduce any of the material provided in relation to the Pet Tool Services or on the Website without acknowledging Trusaic as the full copyright owner.
40.5.3 Once the Pet Tool Output has been provided by Trusaic to the Client, the Client will own the Pet Tool Output. The Client grants Trusaic the right to use the Client’s branding for the sole purpose of preparing the Pet Tool Output.
40.6 Trusaic’s Pet Tool Services are processed solely within the United States. All User Data is solely maintained within the United States and is never transmitted to or from outside the United States. As a result, Trusaic does not engage in any Processing of Personal Information in the provision of Pet Tool Services to Client, and the provision of the Pet Tool Services do not require Trusaic to Process Personal Information for and on behalf of the Client.
40.7 The Client shall:
(a) comply with all applicable Data Privacy Laws;
(b) obtain and maintain all relevant registrations (and similar) required by Data Privacy Laws;
(c) ensure that all instructions that it issues to Trusaic comply with applicable Data Privacy Laws; and
(d) supply data in the format specified by Trusaic. The accuracy of the data provided by the Client to Trusaic is the sole responsibility of the Client.
40.8 Trusaic has the right to subcontract the Pet Tool Services. Trusaic’s subcontractors will comply with these terms and conditions, as if those subcontracting were a party hereto.
40.9 Client shall indemnify, defend and hold harmless Trusaic from any and all losses, liabilities (including provision for contingent liabilities), fines, compensation, damages, costs and expenses arising from or in connection with any Data Breach by the Client.
40.10 Fees and Expenses
The fees that apply to the provision of Pet Tool Services are specified in a separate written agreement between Client and Trusaic.
40.11 Termination and Suspension
The terms for termination and suspension are specified in a separate, written agreement for of the Pet Tool Services between Client and Trusaic.
40.12 Additional Terms
Additional terms, as specified in a separate, written agreement for the Pet Tool Services between Client and Trusaic shall apply to the provision of the Pet Tool Services.
41. Trusaic’s ACA Complete Application on the ADP Marketplace Terms of Service.
41.1 The ACA Complete Application can be found through portal.trusaic.com.
41.2 This Agreement for Trusaic’s ACA Complete Application is between Trusaic and the Client.
41.3 Trusaic, and not ADP or its vendors, is solely responsible for providing, maintaining, supporting and updating the Application and its associated services. Trusaic shall provide product support for the Application. Client may access support via contacting Trusaic at email@example.com or [213-382-1115].
41.4 TRUSAIC HEREBY DISCLAIMS ON BEHALF OF ADP AND APPDIRECT ANY EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS OR WARRANTIES, AND ALL OTHER WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
41.5 Client’s and End Users’ sole and exclusive remedies shall be against Trusaic. ADP and AppDirect shall have no liability or obligation to Clients or End Users.
41.6 Clients and End Users will not (i) decompile or reverse engineer the ADP Marketplace or take any other action to discover the source code or underlying ideas or algorithm of any components thereof, (ii) copy the ADP Marketplace, (iii) post, publish or create derivative works based on the ADP Marketplace, or (iv) remove any copyright notice, trade or service marks, brand names and the like from the ADP Marketplace or related documentation.
41.7 ADP and AppDirect are third party beneficiaries of the above described terms and each are entitled to enforce such terms as if they each were a party to this agreement.
41.8 Subject to the remainder of this Section 41.8, Trusaic shall indemnify, defend and hold harmless Client and its employees from and against any and all suits, actions, damages, costs, losses, expenses (including reasonable outside attorneys’ fees) and other liabilities (each, a “Claim”) arising from or in connection with allegations that the Application or any related services violates or infringes any intellectual property right of a third party, invades or infringes any right of privacy, or right of publicity, of any person or entity. Trusaic shall, at its sole expense, conduct the defense of any such Claim and all negotiations for its settlement or compromise; provided, however, that: (a) no settlement or compromise of such a Claim shall be entered into or agreed to without Client’s prior approval (not to be unreasonably withheld or delayed): and (b) Client shall have the right to participate, at its own expense, in the defense and/or settlement of any such Claim to the extent necessary to protect its own interests.