Last updated: June 19, 2026
The Short Version
What we do — For small and medium-size businesses that extend trade credit to their customers, Truverto provides business and credit information that improve performance and align teams through integrated systems.
Your data is yours — You own your Customer Data. You give us the licenses we need to run the Services for you.
The data exchange — You receive verified business information and risk insights from credit bureaus by providing your business customers’ payment histories. You are not identified as a source and may opt-out at any time. See Section 7.
Business use only — The Services are for commercial credit purposes, never for decisions about consumer credit, insurance, employment, or housing.
AI — Some features use artificial intelligence. AI outputs can be wrong; verify before you rely. See Section 11.
The fine print controls — This summary is for convenience only. The Terms below are the agreement.
1. Who We Are; These Terms
Who’s agreeing to what, and what the capitalized words mean.
These Terms of Service (this “Agreement”) are a binding subscription agreement between you and Truverto LLC, a New Hampshire limited liability company doing business as Truverto (“Truverto”, “we”, “us”, or “our”). “You” and “your” mean the company or organization you represent. By creating an account, clicking to accept, or using the Services, you accept this Agreement and you represent and warrant that (a) you have authority to bind that company or organization, (b) you are at least 18 years old, and (c) you are using the Services solely for business purposes and not for personal, family, or household purposes.
A few defined terms are used throughout this Agreement:
“Business Credit Bureaus” means commercial credit reporting companies and trade data exchanges, such as Creditsafe and Dun & Bradstreet, that collect and provide information used for business credit purposes.
“Content” means the information, analytics, data, scores, reports, results, and other materials (other than Customer Data) that we make available to you through the Services, including materials derived from Third-Party Data.
“Customer Data” means the data you provide to us, or that we collect on your behalf through your connected systems, in connection with the Services, including information about your business and information about your customers, such as their identities, contact details, invoices, balances, and payment histories.
“Third-Party Data” means information, analytics, scores, reports, and other data that we obtain from Business Credit Bureaus or other third-party sources and use in providing the Services, such as business names, identifiers, contact and address information, payment histories, and risk scores obtained from those sources. Third-Party Data does not include your Customer Data, although it may be derived from your Customer Data.
2. The Services
What you’re subscribing to, and the ways we may deliver it.
Subject to this Agreement, Truverto will provide you with access to the Content and the services you select (the “Services”) for the term of your subscription. We may deliver the Services through our websites and applications located at truverto.com, app.truverto.com, agent.truverto.com, go.truverto.com, and any related or successor sites and applications we designate (collectively, the “Site”), and through web and mobile applications, APIs, integrations with your accounting, enterprise resource planning (ERP), or other business systems, messaging and collaboration platforms (such as Microsoft Teams or Slack), AI-enabled interfaces and agents, and other channels we make available.
The Services are provided on a software-as-a-service basis: your subscription is a right of access for its term, not a transfer of any software or intellectual property. We may modify the Services or how we deliver them; if a modification materially reduces the Services, your remedy is to terminate your subscription as described in Section 19.
3. Your Account
Accurate registration info, and keep your credentials safe.
You must register for an account and provide current, complete, and accurate registration information (“Registration Data”), and keep it updated. You authorize us to verify your Registration Data and to use it to create and administer your account, verify your identity and authority, provide the Services, communicate with you, and enforce this Agreement. If your Registration Data is untrue or incomplete, we may suspend or terminate your account.
You are responsible for keeping your login credentials confidential, for all activity under your account, and for promptly notifying us of any unauthorized use of your credentials or other security breach involving the Services. We may audit account activity to identify unauthorized use or use exceeding your subscription, and you agree to reasonably cooperate with any such audit.
4. Acceptable Use
Use the Services for your own business credit purposes, not to build a competing database, make consumer credit decisions, or feed an AI model.
You may access and use the Services and Content solely for your own internal business purposes (including providing services to your clients, but excluding any resale). You agree that you will not, and will not permit anyone else to:
(a) access or attempt to access the Services other than through the interfaces and means we make available, or share login credentials;
(b) resell, sublicense, lease, distribute, or otherwise commercially exploit the Services or Content; modify or create derivative works of them; “frame” or “mirror” them; copy or republish them except as a normal consequence of online use; merge them with another product; or reverse engineer, decompile, or disassemble them except to the extent this restriction is prohibited by applicable law;
(c) use the Services or Content to build, train, improve, or support a product or service competitive with the Services;
(d) use scrapers, crawlers, “bots,” or other automated means to access the Services, or systematically extract or harvest Content, and you will not use the Services or Content to train, fine-tune, or develop any artificial intelligence or machine-learning model. (Standard search-engine indexing of our public marketing pages, in accordance with our robots.txt, is not restricted by this paragraph.);
(e) use the Services or Content to prepare, compile, enhance, verify, supplement, or add to any database, mailing list, business directory, or other compilation of information that is sold, rented, published, or furnished to any third party;
(f) use the Services or Content (or any information or insight derived from them) (i) as a factor in establishing any individual’s eligibility for credit or insurance used primarily for personal, family, or household purposes, or for employment, housing, or any other purpose regulated by the Fair Credit Reporting Act, or (ii) in any manner that would cause the Services or Content to constitute a “consumer report” as defined in 15 U.S.C. § 1681a;
(g) voluntarily produce the Services or Content in legal proceedings without our prior written approval; or
(h) use the Services in violation of any applicable law.
You are solely responsible for backing up your Customer Data and any Content you are permitted to retain; we are not liable for loss or corruption of Customer Data or Content.
5. Communications; Marketing; Free Services
We’ll message you about the Services. Free plans are paid for with your attention and participation.
You agree to receive informational, promotional, and marketing messages from Truverto and its affiliates and partners by email, in-product messaging, or other means, for customer service, technical support, and marketing purposes. You may opt out of marketing messages at any time; we may still send you messages of a technical, transactional, or legal nature. You agree that we may identify you as a customer and use your company name and logo in our marketing materials, and you waive claims based on that use.
If you subscribe to a free or trial version of the Services: (a) you consent to receive the messages described above as part of the consideration for the free Services; (b) you may revoke that consent at any time, but if you do, we may terminate your access to the free Services; and (c) we will collect your contact information and the contact information of your customers and may use it as described in this Agreement. We may begin charging for any free version on at least 30 days’ notice.
6. Customer Data: Your Ownership, Our License, and Your Promises
You own your data. You license it to us so we can run the Services. You promise it is yours to share and that it is accurate.
As between you and Truverto, you own all right, title, and interest in and to your Customer Data. You grant Truverto a worldwide, non-exclusive, royalty-free license to host, use, process, reproduce, transmit, modify, create derivative works of, and display Customer Data as needed to provide, maintain, secure, and improve the Services, and as otherwise permitted by this Agreement (including Sections 7 and 8).
You acknowledge that, to provide the Services, we may communicate directly and remotely with systems and devices synced to the Services, including to collect and consolidate financial data from connected applications, verify credentials, deliver reports and alerts, and provide upgrades, fixes, and maintenance.
Each time you provide Customer Data (including through a connected system), you represent and warrant that: (a) you own the Customer Data or have all rights, consents, and permissions needed to provide it to us and to grant the licenses in this Agreement, and you have given any notices required by applicable law (including privacy laws), all without any obligation on Truverto to obtain anyone’s consent; (b) providing the Customer Data, and our permitted use of it, does not violate any law, infringe any third party’s rights, or breach any agreement; and (c) you will not knowingly provide Customer Data that is false, fabricated, manipulated, or materially inaccurate, and you will use reasonable efforts to promptly correct any inaccuracies in Customer Data that you discover or that we bring to your attention. You are solely responsible for the legality, quality, reliability, and accuracy of your Customer Data.
7. Credit Bureau Data Exchange Program
The exchange at the heart of Truverto: your customers’ payment histories help power business credit scores, and you get verified data and credit insights back. You’re in unless you opt out, and opting out is easy.
7.1 The Program. Business Credit Bureaus generate business credit scores from information about how businesses pay each other. Through Truverto’s data exchange program (the “Data Exchange Program”), Truverto submits Trade Data to one or more Business Credit Bureaus on your behalf and, in exchange, participating customers receive enhanced verified business information, risk scores, and credit insights through the Services. “Trade Data” means Customer Data consisting of your customers’ business names, addresses, contact information, account identifiers, invoice and balance information, payment terms, and payment and aging histories, and similar accounts-receivable information. The availability, scope, and quality of exchange benefits may depend on bureau acceptance and approval, matching rates, data quality, program rules, and third-party availability.
7.2 Enrollment; Your Authorization. The Data Exchange Program becomes available only after you connect an accounting or other supported business system to the Services and thereby make Trade Data available to us; simply registering for an account does not enroll you. When the Data Exchange Program is available to you, you are enrolled in it for each participating Business Credit Bureau unless you opt out as described in Section 7.4, and you direct and authorize Truverto to submit Trade Data to Business Credit Bureaus on your behalf, on a recurring basis, under Truverto’s agreements with those bureaus. You may manage your participation, including opting out of any individual Business Credit Bureau, through your account settings as described in Section 7.4. Enrollment operates at the account level: while you are enrolled, your Trade Data is submitted as a whole, except for accounts excluded under Section 7.5 or 7.6. Submissions for enrolled accounts may include an initial historical file (including, where available, up to the prior twelve (12) months of Trade Data, or any additional or shorter historical period the applicable Business Credit Bureau accepts) and recurring updates thereafter, typically monthly or at another cadence supported by the applicable Business Credit Bureau, in each case subject to Section 7.3.
7.3 License; What Happens to Submitted Data. In addition to the license in Section 6, you grant Truverto a worldwide, royalty-free, sublicensable license, perpetual and irrevocable as to Trade Data actually submitted to a Business Credit Bureau, to use, reproduce, analyze, modify, create derivative works of, and distribute that Trade Data, and to sublicense those rights to Business Credit Bureaus for incorporation into their databases, scores, reports, products, and services. You acknowledge that, once Trade Data is submitted, Business Credit Bureaus receive and use it under their own rights and responsibilities, including by incorporating it into their databases, scores, reports, products, and services, and do not act merely as Truverto’s processors or subcontractors. Business Credit Bureaus generally do not identify you as the source of Trade Data in their reports, and Truverto will not authorize a bureau to identify you as the source except with your consent, as required by law, or as permitted under the applicable bureau program terms made available to you (for example, a bureau’s disclosure of the data source, after notice, solely to the subject of a trade reference in connection with a dispute). The scope of this license depends on how you accepted this Agreement: (a) if you affirmatively accepted this Agreement (for example, by clicking to accept at sign-up or in response to an update notice), the license covers your Trade Data, including Trade Data generated before your acceptance; and (b) if you became subject to this Agreement through continued use of the Services following notice of an update, the license covers only Trade Data generated on or after the date this Agreement became effective as to you, and Truverto will not submit your earlier Trade Data to a Business Credit Bureau unless you later affirmatively accept.
7.4 Opting Out. You may opt out of the Data Exchange Program at any time, and separately for each participating Business Credit Bureau, through your account settings, or by contacting us as described in Section 22. You may also opt back in at any time. Disconnecting the accounting or other business system that supplies your Trade Data will also end further submissions. An opt-out takes effect no later than the next regular submission cycle following our receipt (and in any event within 30 days), and it is prospective only: it stops future submissions of your Trade Data to the applicable Business Credit Bureau, but Trade Data already submitted remains subject to that bureau’s rights and will not be retrieved or deleted. Opting out does not affect your other use of the Services, but features that depend on Data Exchange Program participation may be unavailable to you.
7.5 Commercial Accounts Only. The Data Exchange Program is limited to commercial trade data. You represent and warrant that the Trade Data you make available for the Data Exchange Program relates to commercial accounts (business customers purchasing for business purposes) and not to consumer accounts. You will use reasonable efforts to identify or designate in your records, or to exclude from the Trade Data you make available, consumer accounts, personal-purpose accounts, and any accounts you are not authorized to submit. We may (but are not obligated to) exclude from submissions any account that we believe relates to an individual acting in a personal, family, or household capacity, or any other account, as we deem appropriate for legal compliance or data quality.
7.6 Your Promises; Cooperation. With respect to Trade Data, you further represent, warrant, and agree that: (a) you have provided all notices and obtained all consents required under applicable privacy and data protection laws for the submission and use of Trade Data as described in this Section 7, including any notices required to the businesses and individuals whose information is included; (b) you will not knowingly include false, fabricated, or manipulated information in Trade Data, and you will not knowingly omit, suppress, reclassify, or alter accounts, balances, payment histories, or aging information for the purpose of misleading Truverto, any Business Credit Bureau, or users of their products (exclusions and opt-outs expressly permitted under this Section 7 are not a breach of this clause); and (c) you will reasonably cooperate with Truverto and the Business Credit Bureaus to correct errors, respond to disputes raised by the subjects of Trade Data, and honor verified deletion, correction, or opt-out requests made under applicable privacy laws, and you authorize us to exclude accounts or records as needed to comply with such requests and laws.
Without limiting the foregoing, you represent and warrant that, where required by applicable law, your privacy notices disclose the disclosure, sale, or sharing of Trade Data for business credit reporting, trade-reference, fraud-prevention, and similar commercial purposes; that you provide any opt-out, deletion, correction, or other rights required by applicable privacy laws (including the California Consumer Privacy Act, as amended); and that you will promptly honor, or assist Truverto and the applicable Business Credit Bureau in honoring, verified privacy-law requests relating to Trade Data.
7.7 Bureau Program Terms. Submissions are made under Truverto’s agreements with the participating Business Credit Bureaus. If a Business Credit Bureau requires that program terms apply directly to you, we will provide notice and make those terms available as described in Section 10, including their effective date. Those terms apply only to your continued participation in the Data Exchange Program on and after that effective date; if you do not agree to them, your remedy is to opt out under Section 7.4 before the effective date. If any such terms materially affect your rights or obligations, we will provide notice consistent with Section 20.
8. Aggregated and De-Identified Data
Separate from the Data Exchange Program: we also use anonymized, pooled data for benchmarking. Anonymized means you can’t be identified.
The Services include benchmarking of Customer Data and Content against like-kind businesses. In addition to the licenses in Sections 6 and 7, you grant Truverto an irrevocable, perpetual, worldwide, transferable, non-exclusive license to anonymize, de-identify, and aggregate your Customer Data and Content (“Aggregated Data”), to combine Aggregated Data with other anonymized and aggregated data, and to use Aggregated Data to create and provide benchmarking data, analytics, statistical information, and reports (“Truverto Reports”), including marketing and providing Aggregated Data and Truverto Reports as product modules, to third parties for research, marketing, or advertising, or for any other commercial purpose. Customer Data and Content used for these purposes will be anonymized and pooled with sufficient other data so that it cannot be identified as yours or connected to you. For clarity, this Section 8 is separate from the Data Exchange Program: identified Trade Data is shared only as described in Section 7. No identifiable Customer Data or Content will be made available to any third party not authorized by you to receive it, except as expressly permitted by this Agreement. No fee or royalty is payable for the rights in this Section, and these rights survive termination.
9. Third-Party Services and Integrations
You connect your QuickBooks, Business Central, or other systems to Truverto. Your agreements with those providers govern your accounts with them.
The Services interoperate with third-party platforms, products, services, and information sources, such as your accounting or ERP system, messaging platforms, Business Credit Bureaus, and AI providers (collectively, “Third-Party Services”). When you connect a Third-Party Service to Truverto or provide credentials, tokens, or other access, you authorize and instruct Truverto to access and use that Third-Party Service on your behalf to provide the Services, and you represent and warrant that your grant of access to Truverto is permitted under your agreement with the Third-Party Service provider. Your use of each Third-Party Service remains governed by your own agreement with its provider.
Truverto does not control and is not responsible for Third-Party Services, and has no obligation to monitor or correct results or items obtained from Third-Party Services or Third-Party Data; we disclaim all liability arising from them. The nature, quality, and availability of Third-Party Services and Third-Party Data may change at any time, and features that depend on them may be affected. If a third party ceases to make its services or data available on reasonable terms, we may stop using them without liability to you, and no such change entitles you to a refund or credit or affects your obligations under this Agreement.
10. Third-Party Data and Third-Party Terms
Some data in the Services comes from providers (like the bureaus) whose terms also apply to your use; we keep a current list at one link.
Where the Services include Third-Party Data, your use of that data is subject to the applicable data provider’s terms, as updated from time to time. We maintain a list of, and links to, those data-provider terms at [TRUVERTO THIRD-PARTY TERMS URL] (the “Third-Party Terms Page”), and we will update that page (and, for material changes, provide notice as described in Section 20) when providers or their terms change. The data-provider terms currently identified on the Third-Party Terms Page as applying to your use of Third-Party Data are incorporated into this Agreement by reference; if the Third-Party Terms Page identifies no such terms, then none are incorporated. The platforms you connect to the Services (such as your accounting, ERP, or messaging providers) are governed by your own agreement with each such platform, as described in Section 9, and their terms are not incorporated into this Agreement.
11. AI Features
Some of the Services use AI, including agents you can talk to in Teams or Slack. AI can be wrong; verify before you act.
11.1 AI in the Services. Some features of the Services use artificial intelligence and machine-learning technologies, including models and services provided by third-party AI providers (“AI Features”). For example, AI Features include AI agents that answer questions by combining Content, Third-Party Data, and AI-generated responses, including through messaging platforms such as Microsoft Teams or Slack. Your use of an AI Feature through a third-party platform is also subject to that platform’s terms. If a third-party AI provider’s terms apply to your use of an AI Feature, we will identify them on the Third-Party Terms Page described in Section 10, and only terms we expressly identify there are incorporated into this Agreement.
11.2 Your Data and AI. Where AI Features process Customer Data, they do so to provide the Services to you. Truverto will not use Customer Data to train, and will not authorize any third-party AI provider to use Customer Data to train, general-purpose artificial intelligence models, except using data that has been anonymized and aggregated as described in Section 8. Notwithstanding the foregoing, Truverto may use Customer Data to develop, train, fine-tune, evaluate, and improve Truverto’s own proprietary models and algorithms for use in providing and improving the Services (including credit-scoring, risk, and analytics models), and the resulting trained models, model parameters, and derived improvements (which do not themselves contain or reproduce your Customer Data in identifiable form) are owned by Truverto and may be retained and used by Truverto without time limit, including after your Customer Data is deleted or your subscription ends. Truverto will not, however, disclose your Customer Data in identifiable form to any third party except as expressly permitted by this Agreement.
11.3 AI Output. Output generated by AI Features is Content, and is probabilistic in nature: it may be inaccurate, incomplete, or outdated, and may not be suitable for your circumstances. You are responsible for evaluating AI output, including any credit score, customer detail, or recommendation it contains, before relying or acting on it. AI Features are intended to support, not replace, your independent business judgment: you are responsible for maintaining human review over credit, collections, account-management, and other business decisions, and you should not treat AI output as the sole basis for any material decision. AI output is subject to the use restrictions in Section 4, including the prohibition on consumer-report uses, and to the disclaimers in Section 16.
12. Subscriptions, Fees, and Free Trials
Pick a plan; fees are charged as disclosed at sign-up; trials convert unless you cancel.
Your subscription term and fees are specified during registration and in your account. Fees are non-refundable except as expressly provided in this Agreement. You authorize us to charge your payment method for the amounts and billing periods (including recurring periods) specified at registration, beginning when your subscription is activated. If a charge fails and you do not provide working payment information within 72 hours after notice, we may suspend or terminate your account. We may increase recurring charges effective at renewal on at least 30 days’ notice. Free and trial subscriptions are month-to-month.
If you subscribe through a free trial, your payment method will not be charged until the trial ends; if you do not cancel before the end of the trial, it will be charged automatically and on a recurring basis until you cancel or change your subscription. We may end any free trial at our discretion. During a free trial, the limited warranty in Section 16 does not apply and the Services are provided “as is.”
13. Intellectual Property; Feedback
We own the Services and Content; you get a license to use them. Ideas you send us are ours to use.
Truverto and its licensors own the Site, the Services, and the Content, and all intellectual property rights in them. Subject to your compliance with this Agreement, Truverto grants you a limited, non-exclusive, non-sublicensable license to access and use the Content for your internal business purposes during your subscription term. All rights not expressly granted are reserved. If you provide suggestions, ideas, enhancement requests, or other feedback about the Services, we own that feedback and may use it without restriction or compensation to you.
14. Confidentiality
We keep your non-public information confidential; you keep ours.
Each party agrees to use the other party’s non-public information solely as permitted by this Agreement and not to disclose it to third parties except as permitted by this Agreement. For Truverto, this protects information such as non-public pricing, methodologies, and business processes, for the term of this Agreement and five (5) years thereafter. For you, this protects your Customer Data and other non-public information you provide, subject to the use and disclosure rights granted in this Agreement (including Sections 6, 7 and 8), for the term of this Agreement and thereafter. Confidential information does not include information that is or becomes public through no breach of this Agreement, was rightfully known without restriction, was independently developed, or is rightfully received from a third party without a duty of confidentiality. Either party may disclose confidential information to the extent required by law, with prompt notice to the other party where legally permitted.
15. Privacy; Security; Data Incidents
Our Privacy Policy explains our data practices; we maintain industry-standard security; we’ll notify you of incidents as required by law.
Our collection and use of personal information in connection with the Services is described in our Privacy Policy, available on the Site. Customer Data and personal information may be stored and processed on servers located in the United States; if you are outside the United States, you consent to that transfer. We may monitor access to and use of the Services as described in the Privacy Policy.
We will implement reasonable security procedures consistent with prevailing industry standards to protect Customer Data from unauthorized access. You are responsible for the security of your own systems and Internet connection. We will promptly notify you of any unauthorized access to, or disclosure or misappropriation of, your Customer Data that comes to our attention when notification is required by law, and we will reasonably cooperate with you and law enforcement in investigating any such incident. We are not liable for incidents caused by circumstances beyond our reasonable control, including third-party access through illegal means or exploitation of vulnerabilities unknown to us; and if notification to individuals or businesses included in your Customer Data is required, you are solely responsible for providing it at your expense.
16. Limited Warranty; Disclaimers
Paid subscriptions get a basic service-quality promise. Everything else is “as is,” including third-party data and AI output.
For paid subscription terms, we warrant that the Services will operate in substantial conformance with their then-current advertised standards under normal use, and we will use reasonable efforts to remedy any material non-conformance that you promptly report in writing and that we can reasonably identify and confirm. This limited warranty applies only to the technical operation of the Services; it does not apply to free or trial Services, and it does not apply to the accuracy, completeness, timeliness, predictive value, or business outcome of any Content, Third-Party Data, score, forecast, recommendation, or AI output. This Section states your sole and exclusive remedy, and our sole liability, for any breach of this warranty or other non-conformance relating to the functionality of the Services. Your breach of this Agreement voids this limited warranty and the indemnities in Section 18.
EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE SITE, THE SERVICES, AND ALL CONTENT (INCLUDING THIRD-PARTY DATA AND AI OUTPUT) ARE PROVIDED “AS IS” AND WITH ALL FAULTS, AND TRUVERTO AND ITS AFFILIATES, PARTNERS, LICENSORS, SUPPLIERS, REFERRAL AGENTS, THIRD-PARTY DATA PROVIDERS, AND RESELLERS DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, COMPLETENESS, TIMELINESS, ACCURACY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND SYSTEM INTEGRATION. WITHOUT LIMITING THE FOREGOING, NONE OF THEM REPRESENTS OR WARRANTS THAT THE SITE OR SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE; WILL OPERATE WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; WILL MEET YOUR REQUIREMENTS; OR WILL BE FREE OF DEFECTS, VIRUSES, OR OTHER HARMFUL COMPONENTS. IF IMPLIED WARRANTIES MAY NOT BE DISCLAIMED UNDER APPLICABLE LAW, THEY ARE LIMITED IN DURATION AND SCOPE TO THE MINIMUM REQUIRED BY LAW. NO ORAL OR WRITTEN INFORMATION OR ADVICE OBTAINED FROM TRUVERTO OR THROUGH THE SERVICES CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. THESE DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT.
17. Limitation of Liability
Our liability is capped, and neither of us is liable for indirect damages.
NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) TRUVERTO’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (1) THE AMOUNTS YOU ACTUALLY PAID FOR THE SERVICES IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (2) ONE HUNDRED DOLLARS ($100); AND (B) IN NO EVENT WILL TRUVERTO OR ITS AFFILIATES, PARTNERS, LICENSORS, SUPPLIERS, REFERRAL AGENTS, THIRD-PARTY SERVICE PROVIDERS, OR RESELLERS BE LIABLE UNDER ANY LEGAL THEORY FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE, GOODWILL, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR CONNECTED WITH THE SITE OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE FORESEEABLE. TRUVERTO DOES NOT GUARANTEE UPTIME OR THAT THE SERVICES WILL ALWAYS BE AVAILABLE. THE LIMITATIONS IN THIS SECTION AND THE DISCLAIMERS IN SECTION 16 REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THEM; TRUVERTO WOULD NOT PROVIDE THE SERVICES ON THESE ECONOMIC TERMS WITHOUT THEM. IF APPLICABLE LAW LIMITS THE APPLICATION OF ANY PROVISION OF THIS SECTION, TRUVERTO’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
18. Indemnification
You stand behind your data; we stand behind our IP.
You will indemnify and hold Truverto harmless from and against (a) any claim that your Customer Data (including Trade Data), or our permitted use of it, infringes or violates the intellectual property, privacy, confidentiality, or other rights of a third party or violates applicable law, including claims by Business Credit Bureaus, subjects of Trade Data, your customers, regulators, or other third parties arising from Trade Data or its submission, licensing, use, correction, deletion, or dispute handling; (b) any costs incurred in connection with a third-party claim or legal proceeding to obtain your Customer Data; (c) any loss, damage, or cost arising from your breach of this Agreement; (d) your use of Third-Party Data or Third-Party Services; and (e) any sales or similar taxes arising from your use of the Services (excluding taxes on our income).
We will defend you or, at our election, indemnify you against third-party claims that the Site or Services infringe the intellectual property rights of a third party, provided that (a) you notify us within 10 days after the claim is made; (b) you immediately stop using the affected Site or Services; (c) you have not breached this Agreement; and (d) you have not admitted the claim’s validity or impaired our ability to contest it. We may control the defense of any indemnified claim, and you will reasonably cooperate (and may participate at your own expense). If the Site or Services become, or in our opinion are likely to become, the subject of an infringement claim, we may, at our option and expense: (x) procure for you the right to continue using them; (y) replace or modify them so they are non-infringing without materially reducing their functionality; or (z) if neither option is commercially practicable, terminate the affected Services and refund the prorated portion of any prepaid fees attributable to the unused period. This paragraph states our entire liability, and your exclusive remedy, for any claim of infringement. This Section survives termination.
19. Term; Termination; Effect of Termination
Your subscription runs for the term you select. Here’s what happens when it ends.
Your subscription runs for the term you select at registration and renews as described in Section 12; free and trial subscriptions are month-to-month. You may cancel your subscription at any time through your account settings or by notice to us; cancellation takes effect at the end of your then-current subscription term, and fees already paid are non-refundable except as expressly provided in this Agreement. We may suspend or terminate your account and access to the Services for cause, including your material breach of this Agreement (such as non-payment), use of the Services in violation of law, or a request by law enforcement or another government authority. We may also terminate this Agreement without cause on at least 30 days’ notice to you; if we do, we will refund the prorated portion of any prepaid fees attributable to the period after the effective date of termination.
Upon any termination or expiration, we will remove your access to the Services. We will retain your Customer Data and account Content for at least 90 days after termination, during which you may contact us to retrieve your Customer Data; we are not liable for deletion of Customer Data after that period. Sections that by their nature should survive termination do survive, including Sections 7.3 (as to submitted Trade Data), 8, 11.2, 13, 14, 16, 17, 18, 21, and 22.
20. Updates to the Services and to These Terms
When we make a material change to these Terms, we’ll tell you in advance, and material data-sharing changes only reach forward unless you say yes.
We may update this Agreement from time to time. If we make a material change, we will provide at least 30 days’ advance notice by email, in-product notice, or both, before the change takes effect, and we will maintain a list of material modifications and their effective dates accessible from this Agreement. If a material change is unacceptable to you, your remedy is to stop using the Services and terminate your subscription before the change takes effect; your continued use of the Services after the effective date constitutes acceptance. Material changes that expand our rights to share identifiable Customer Data with third parties will apply to Customer Data generated before the change’s effective date only if you affirmatively accept the change (see Section 7.3). Non-material updates are effective when posted, and your continued use constitutes acceptance; a “non-material” update is one that does not substantially and adversely affect your rights or obligations. Changes that we are required to make by applicable law or by a court or regulatory order, or that are necessary to address an imminent security or legal risk, may take effect sooner, and we will provide notice of them as soon as reasonably practicable.
21. Governing Law; Arbitration; Class Action Waiver
New Hampshire law governs, and disputes go to individual arbitration.
This Agreement is governed by the laws of the State of New Hampshire, excluding its conflicts-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply, and the parties opt out of the Uniform Computer Information Transactions Act to the extent it would otherwise apply. EACH PARTY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
Except for actions to protect intellectual-property or confidentiality rights or to enforce an arbitrator’s decision, all disputes arising out of or relating to this Agreement will be finally resolved by binding arbitration before a single arbitrator under the rules of the American Arbitration Association then in effect, seated in the State of New Hampshire (with proceedings conducted by telephone, videoconference, or online where practical). The arbitrator will apply New Hampshire law. Claims must be arbitrated on an individual basis and may not be joined or consolidated with the claims of any other party. The arbitrator’s award is final and binding and may be entered in any court of competent jurisdiction. Each party bears its own attorneys’ fees, and arbitration fees are split equally. For matters not subject to arbitration, the state and federal courts located in New Hampshire have exclusive jurisdiction and venue, and both parties consent to them. If a party files an action contrary to this Section, the other party may recover its reasonable attorneys’ fees and costs incurred as a result.
22. General
The housekeeping: notices, assignment, force majeure, and the entire agreement.
Notices. We may give you notice through your account, by posting on the Site (for general notices), or by email, SMS, or first-class mail using your Registration Data; notices are deemed received 12 hours after electronic delivery or posting, or 48 hours after mailing. You may give us notice by email to support@truverto.com with “Customer Notice” in the subject line, or by telephone or text to +1 617-249-4994; your notices are effective when we receive them.
Assignment. You may not assign this Agreement or transfer your subscription without our prior written consent, which we will not unreasonably withhold. We may assign this Agreement and our rights and obligations under it, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets or equity, and the licenses you grant under this Agreement (including Sections 6, 7, and 8) continue in favor of our successors and assigns.
United States and Canada. The Services are intended for use only from within the United States and Canada, and you are responsible for compliance with local laws if you access them from elsewhere. This Agreement and related documentation are in English.
Force Majeure. We are not liable for any delay or failure caused by events beyond our reasonable control, including acts of God, governmental actions, epidemics, power or Internet failures, cyberattacks, or communications failures.
Severability; Waiver; Survival. If any provision of this Agreement is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it valid and enforceable, and the rest of the Agreement remains in effect. A party’s failure to enforce a provision is not a waiver. Provisions whose survival is necessary for the interpretation or enforcement of this Agreement survive its termination.
Entire Agreement. Except for any written agreement between you and Truverto signed by an officer of Truverto, this Agreement (together with the documents it incorporates by reference, including the Privacy Policy and the Third-Party Terms Page) is the entire agreement between the parties regarding the Site and Services and supersedes all prior and contemporaneous communications and agreements. There are no third-party beneficiaries of this Agreement. Electronic acceptance of this Agreement has the same force as a handwritten signature.
Questions about these Terms? Contact us.