Privacy Policy

Web Site Privacy Statement

Privacy Methodology

Trust2Connect (“T2C”) and its subsidiaries respect your privacy. This Privacy Statement provides information on our privacy practices and of the choices you can make about the way your information is collected online and how that information is used. Because information is our cornerstone, privacy and data protection are fundamental values of our business.

Sites Covered by this Privacy Statement

This Privacy Statement applies to all T2C owned web sites and domains and those of our wholly owned subsidiaries, except when otherwise noted.

Links to non-T2C web sites and resources

The T2C web sites may contain links to third-party web sites for your convenience and information. T2C does not control those sites or their privacy practices which may differ from T2C’s practices. T2C does not endorse or make any representations about third-party web sites. We are not responsible for the privacy practices or the content of such web sites.

Collection and Use of Information

To serve you better and understand your needs and interests, T2C collects, exports, and uses personal information with adequate notice and consent, along with required filings with data protection authorities, when applicable. For example, when you order or utilize products or services, request information, subscribe to marketing or support materials or enter contests or participate in surveys, we may ask you to provide personal information to complete these transactions. The types of personal information you provide to us on these pages may include contact information such as your name, address, telephone number, and email address; and other unique information such as user IDs and passwords, billing and transaction information, product and service preferences and contact preferences. In addition to the information you provide, T2C may also collect information during your visit to a T2C web site through our automatic data collection tools, which may include Web beacons, cookies, embedded Web links, and other commonly used information-gathering tools. These tools collect certain standard information that your browser sends to our web site such as your browser type and language, access times, and the IP address of the web site from which you arrived at a T2C web site. A visitor to a T2C web site, who is not purchasing products or services, is not required to reveal any individually identifiable information such as name, address or telephone number unless the visitor is requesting access to our free reports or further information.

Data Evaluation Terms of Use

These Data Evaluation Terms ("Terms") apply between Trust2Connect (“T2C”) and Company for the Data Evaluation Agreement (“Agreement”) including the Test Description to allow the Company to evaluate the Restricted Testing Data for the defined Use Case entered into between the parties.

1. Restrictions.

Company may use Restricted Testing Data for the sole purpose of evaluating the possibility of participating in the Transaction and negotiating an agreement with respect to the Transaction. Except as expressly set forth in writing signed by both parties, Company will not use Restricted Testing Data for any other purpose whatsoever, including, without limitation, copying or otherwise maintaining such Restricted Testing Data electronically or on media of any description, merging the Restricted Testing Data with, or allowing the Restricted Testing Data to become a part of data of any kind belonging to the Company or a third party, in any manner analyzing the nature, character or quality of the Restricted Testing Data, or placing the Restricted Testing Data in its aggregated database except in a manner that tracks the source of the Restricted Testing Data and allows Company to perform its obligations hereunder, including, without limitation, its obligation to purge the Restricted Testing Data in accordance with the Agreement. Company shall not license, sell, promote, misrepresent or otherwise market the Restricted Testing Data to any third party, or disassemble, decompile, or in any way reverse engineer the Restricted Testing Data, or modify or enhance the Restricted Testing Data in any manner whatsoever.

2. Confidentiality.

Each party acknowledges and agrees that all materials and information disclosed by or on behalf of T2C to the Company in connection with the performance of the Agreement including, but not limited to, the terms of the Agreement, the Restricted Testing Data, analysis, test and test results related to an Agreement, discussions relating to potential or future business opportunities, pricing terms, service descriptions, and information obtained through observation while on-site at T2C’s premises, consist of confidential and proprietary information (collectively, "Confidential Information"). All Confidential Information shall remain the property of T2C or its suppliers or licensors and nothing in the Agreement shall convey either party ownership or interest in the Confidential Information of the other party. Company will hold the Confidential Information in strict confidence and will restrict its use of Confidential Information to the purposes set forth in the Agreement. Company shall only disclose Confidential Information to (x) those of its and its Affiliates’ employees that have a need to know such information in order to perform Company’s obligations in connection with the Transaction, (y) its and its Affiliates’ accountants and attorneys as necessary in the ordinary course of its business (the parties referred to in subsections (x) and (y) are collectively, “Representatives”), or (z) any other party with T2C’s prior written consent. Before disclosure to any of the above parties, Company will have a written agreement with (or in the case of clause (y) a professional obligation of confidentiality from) such party sufficient to require that party to treat Confidential Information in accordance with this Agreement. Company will remain responsible for all such parties’ compliance with this Agreement. The Company specifically agrees that it will not use any non-public personal information about T2C’s clients or customers of such clients (as applicable) in any manner prohibited by law (including Title V of the Gramm-Leach-Bliley Act). Company will not be obligated to hold confidential information from T2C which: (a) is rightfully received by Company from a third party without a duty of confidentiality; (b) was already known to Company prior to the disclosure and that knowledge was evidenced in writing prior to the date of T2C’s disclosure; or (c) is developed by Company without using any of T2C’s information. If the law, legal process, federal or state regulators, or government administrative agencies require the Company to disclose Confidential Information, the Company will notify T2C of the request within 24 hours of receipt and prior to disclosure, unless prohibited from providing such notification, with sufficient time so that T2C may seek a protective order or other appropriate remedy. The Company shall furnish only that portion of the Confidential Information, which is legally required, and the Company shall exercise its reasonable best efforts to obtain reasonable assurance that confidential treatment will be accorded the Confidential Information. The rights and obligations of this section: (i) with respect to confidential and proprietary data that includes a “trade secret” (as defined by applicable law), will survive termination of this Agreement for so long as such Confidential Information remains a trade secret under applicable law; and (ii) with respect to all other Confidential Information, will survive the termination of this Agreement for the longer of two (2) years from termination of this Agreement or the confidentiality period required by applicable law. Each party acknowledges that any unauthorized disclosure or use of the Confidential Information by a party may irreparably damage the other party in such a way that adequate compensation could not be obtained from damages in an action at law. Accordingly, the actual or threatened unauthorized disclosure or use of any Confidential Information shall give T2C the right to seek injunctive relief restraining such unauthorized disclosure or use, in addition to any other remedy otherwise available (including reasonable attorneys’ fees). Each party hereby waives the posting of a bond with respect to any action for injunctive relief. For purposes of applicable privacy laws, the Company shall be deemed to be a Contractor (as such terms are defined by the CCPA) of T2C. Company shall not Sell any Personal Information (as such terms are defined by CCPA) contained in the Restricted Testing Data and shall reasonably assist Disclosure with complying with any data subject requests received during the Term. Company shall notify Disclosure promptly if it determines that it can no longer meet its obligations under the CCPA and its regulations.

3. Unauthorized Use.

The Company shall notify T2C immediately upon discovery of any unauthorized access to, acquisition of, use or disclosure of Confidential Information or any other breach of this Agreement by the Company and its employees and consultants, and in such event Company will cooperate with T2C in every reasonable way to help T2C regain possession of the Confidential Information, address and remediate the incident, and prevent its further unauthorized use or disclosure.

4. Security of Information.

Company agrees to implement and maintain an information security program that includes appropriate administrative, technical and physical safeguards reasonably designed to: (i) ensure the security and confidentiality of Restricted Testing Data; (ii) protect against any anticipated threats or hazards to the security or integrity of such information; (iii) protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to any consumer; and (iv) dispose of Restricted Testing Data in a secure manner, as and to the extent required pursuant to this Agreement.

a. The Company shall designate an employee or employees to coordinate its information security program to ensure that the information security program includes technical and organizational measures including, but not limited to the following: (i) access management controls and reviews; (ii) network security; (iii) logging and monitoring mechanisms for systems and networks that will allow tracking and analysis in the event of a compromise with secure retention for no less than twelve (12) months; (iv) intrusion detection and prevention; (v) incident response; and (vi) regular scanning and testing of Company systems. Company shall no less than annually assess the effectiveness of its information security program, and implement updates and changes as appropriate, provided that no such change will diminish or degrade the information security program or security measures. Company shall ensure that its information security program remains compliant with applicable laws and regulations and consistent with current industry standards such as NIST 800-53 or ISO 27000 series. Company agrees to use at least the same care and discretion to avoid disclosure of T2C’s Confidential Information as it uses with its own similar information it does not wish to disclose, and in no event less than a reasonable standard of care and no less than is required by law. In addition to any and all remedies available to T2C at law or in equity, Company agrees to take reasonable measures to protect against unauthorized use or disclosure of Confidential Information by its Representatives.

b. Additionally, Company acknowledges that it has received a copy of the applicable T2C Partner Security Addendum (a copy of which is appended hereto as Appendix 1) and agrees to comply with the obligations set forth therein and any future new or amended security addenda, policies or procedures that T2C may from time to time make known to Company in writing (including electronic communication) (collectively, “Policy and Standards”). Such Policy and Standards are hereby incorporated into this Agreement.

5. Representations and Warranties; Disclaimers.

Company represents and warrants that its collection, receipt, access, use, storage, disposal and disclosure of Restricted Testing Data does and will comply with all applicable federal and state privacy and data protection laws (including the CCPA and its regulations), and it will protect the privacy of all Restricted Testing Data to at least the same extent that T2C must maintain that confidentiality under applicable law. Company represents and warrants that it will maintain industry standard information policies and processes that prevent unauthorized access to or use or disclosure of the Restricted Testing Data. T2C rightfully and lawfully is in possession of the Restricted Testing Data and has all necessary rights to permit Company’s testing and evaluation of the Restricted Testing Data as contemplated herein.

OTHER THAN AS STATED IN THIS SECTION, T2C MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE CONFIDENTIAL INFORMATION, AND EXPRESSLY DISCLAIMS ALL IMPLIED OR EXPRESS WARRANTIES INCLUDING FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NONINFRINGEMENT. Neither party makes any express or implied representation or warranty regarding the accuracy or completeness of any Confidential Information, which information is provided on an “AS IS” basis. Except as necessary to complete each Agreement, nothing herein shall be construed as granting any right or license under any copyrights, inventions, or patents, or any other property right, now or hereafter owned or controlled by T2C.

6. Term & Termination.

The term of each Agreement will be stated in such Data Evaluation Agreement. Each Agreement will terminate on the earlier to occur of: (i) the execution of a definitive agreement between the parties which includes confidentiality provisions substantially similar to those set forth herein or which expressly supersede such Agreement (a “Definitive Agreement”); (ii) the termination date set forth in the Agreement, (iii) written notice given by either Party terminating the Agreement, or (iv) one year from the sharing of the Confidential Information. If a Party provides written notice to terminate the Agreement while there are Agreements then in effect, the terms and conditions of this Agreement will continue until the expiration or termination of such Agreements, however, no new Agreement may be entered into by the Parties.

a. Upon (i) termination of the Agreement or any Agreement, or (ii) receipt of written notice from T2C, Company shall immediately cease using the Restricted Testing Data and shall promptly deliver to T2C or securely purge all Confidential Information of T2C in Company’s possession (including any Restricted Testing Data), whether such information is in written, electronic or other form.

b. Upon request, an officer of the Company will confirm in writing that such Confidential Information has been returned or destroyed.

7. Indemnification.

Company (“Indemnifying Party”) shall indemnify, defend and hold harmless T2C and its officers, directors, and employees (“Indemnified Party”) from and against any and all third party claims, damages, losses, liabilities, costs or expense, including reasonable attorney fees (“Claims”) to the extent arising as a result of Indemnifying Party’s (i) infringement of any United States patent, copyright, trade secret, or other intellectual property right in connection with the Indemnifying Party’s provision or Indemnified Party’s use in accordance with the Agreement, or (ii) any misuse of or disclosure of Restricted Testing Data in violation of the Agreement or applicable law, each with respect to any Restricted Testing Data or any materials provided hereunder.

An Indemnified Party shall provide the Indemnifying Party with written notice detailing the circumstances of each Claim promptly following the discovery of such Claim by the Indemnified Party. Failure to timely provide such notice shall not diminish the Indemnifying Party’s indemnification obligation except to the extent the Indemnifying Party’s ability to defend such Claim is materially prejudiced by such failure or delay. The Indemnified Party shall (i) provide the Indemnifying Party with such information and cooperation as the Indemnifying Party may reasonably request, except to the extent and subject to the conditions below, grant authority to the Indemnifying Party to defend or settle the Claim; and (c) provide such information, cooperation and assistance to Indemnifying Party as may be reasonably necessary for Indemnifying Party to defend or settle the Claim. The Indemnified Party shall be entitled to participate, at its own expense, in any defense and settlement directly or through counsel of its choice. The Indemnifying Party will not enter into any settlement agreement without the Indemnified Party’s prior written consent unless such settlement provides the Indemnified Party with a complete release without imposing any additional costs or obligations, does not require admission of guilt or liability by or on behalf of the Indemnified Party, and does not require any admissions (including regarding any intellectual property rights).

8. Audit.

Company will permit T2C, its regulators, or a duly assigned representative of either or both (collectively, the “Auditors”) to conduct an audit of Company as may be required or contemplated under applicable law or regulation. The scope of each audit is determined by the Auditors and may extend beyond the environment specifically operated on behalf of T2C if other Company resources (other systems, environmental support, recovery processes, etc.) are used, but only as and to the extent those other resources relate to the Services provided to T2C under this Agreement.

9. Limitation of Liability.

EXCEPT FOR DAMAGES ARISING OUT OF OR RELATING TO A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS STATED IN THE AGREEMENT AND PAYMENT OF ANY FEES DUE, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT FORESEEABLE AND HOWEVER ARISING, INCLUDING BUT NOT LIMITED TO LOST INCOME OR LOST REVENUE, WHETHER BASED IN CONTRACT, TORT OR ANY OTHER THEORY, NOR SHALL A PARTY BE LIABLE TO THE OTHER PARTY FOR DAMAGES IN EXCESS OF ONE MILLION DOLLARS ($1,000,000).

10. Notices.

Notices required to be in writing pursuant to the Agreement must be delivered to T2C at 8 The Green, Suite B, Dover, Delaware 19901. Attention: General Counsel with a copy by email to legal@Trust2Connect.ai.

11. No Assignment.

Neither party shall have the right to assign the Agreement, in whole or in part, without the prior written consent of the other party, such consent not to be unreasonably withheld. Upon such assignment, all obligations and duties of the assigning party under the Agreement shall continue to bind such assigning party and be binding on all successors in interest and permitted assigns of such party.

12. Miscellaneous.

The Agreement will be governed by the internal laws (but not the conflicts laws) of the State of New York. Any claim or preceding brought by a party against the other arising out of or relating to the Agreement will be brought in the state and federal courts located in the State of New York, County of New York. The Agreement sets forth the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings whether written or oral with respect to the Services provided pursuant to the Agreement. The Agreement may only be modified by a written document executed by both parties, provided that no additional or conflicting term in a form purchase order or similar document, even if signed by the parties, shall have any effect. The Agreement may be executed in counterparts, and signatures may be exchanged by electronic means. In the event any provision of the Agreement is found by an authorized authority to be unenforceable, the remaining provisions of the Agreement shall survive and remain in full force and effect, and any unenforceable provision shall, to the extent legally permitted, be replaced by an enforceable provision that comes closest to the parties’ intent underlying the unenforceable provision. No failure or delay by a party in exercising any right, power or privilege under the Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder. The relationship of the parties established by the Agreement is solely that of independent contractors. Neither party is the representative or agent of the other party for any purpose, and neither party has power or authority to act as agent for or to represent, act for, bind, or otherwise create or assume, any obligation on behalf of the other party. The obligations and rights under the Agreement, which by their nature would reasonably continue beyond the termination of the Agreement, will survive the termination of the Agreement.

Trust2Connect (“T2C”) Billing Policy

General Policy

This policy details T2C’s practices and conditions for generating invoices for our products and services. In all cases, please reference the signed Pricing Addendum for specific period of service and contractual provisions. In cases where there may be a conflict with the T2C Billing Policy, the T2C Agreement takes precedence over the general guidelines presented in this document.

Standard Payment Terms

Invoices are due 15 days from the date they are received.

Prepayments for Products or Services

In the event that our customers decide to not use the product or service for which prepayments was made and the product has not been created, we will hold its prepayment for a future purchase of the same type of product or refund the money.

Past Due Charges

Past due accounts are subject to a finance charge of 1.5% per month on past due balances, or the maximum rate permitted by applicable law, whichever is lower.

Acceptable Methods of Payment

We accept payment in the form of Member Company business checks or wire transfers. Please do not send cash.

Sales Tax

Member is responsible for all sales, use, goods and services, value added and/or excise taxes that may be attributed to its use of the T2C service (“Taxes”), except for taxes based on T2C’ income. T2C may separately invoice Taxes as appropriate, and Member agrees to pay any applicable Taxes unless Member provides an exemption certificate issued by the appropriate taxing authority. If there are any relevant inquiries by any taxing authority, Member shall provide assistance and verification to T2C that Member has paid the appropriate Taxes due or is otherwise exempt. In cases where the taxing authority has determined a Tax deficiency relating to Member’s use of T2Cproducts and services, T2C may invoice the Member for the Tax deficiency and penalties, which Member agrees to pay, and remit the amount owed. All Members which have a tax exemption certificate are required to provide the certificate to T2C. The failure to provide a tax exemption certificate does not obligate or imply T2C is required to collect and remit tax on behalf of the Member.

Pricing

If the term of an Addendum is not extended or if a new Addendum is not executed, T2C’s then current pricing in effect at the time of said expiration shall universally apply, for all products and services used thereafter.

Product Specific Policy

Business Profile Reports Basic and Plus (BPR)

1. Business Profile Report billing is the greater of the monthly volume commitment or the per report cost multiplied by the number of reports used. Exceeding the monthly volume commitment in a prior period does not count towards the monthly volume commitment of the succeeding period

2. Business Profile Reports are archived on our secure website for future use at no cost.

3. Archived BPR access (available through the “Previously Generated Report” link on the web site) to recall a BPR generated within the past 45 days is not billable. Members are invoiced for all T2C (Web‐based) BPR usage regardless of duplicate reports used.

4. Members are invoiced for all BPR usage defined as selecting a business entity from the List of Similars or a data packet of a BPR delivered via API. Members may be charged an additional fee for duplicate BPRs that are accessed through T2C’s website or a CPU link. This occurs when a Member prefers to pull both an HTML version (readable by their underwriters) and an XML version (suitable for automated decisioning and archiving).

Digital Site Inspection

The same terms for the Business Profile Report apply for the Digital Site Inspection.

Data Sets

1. Members are invoiced for all BPR usage defined as selecting a business entity from the List of Similars or a data packet of a BPR delivered via API. Members may be charged an additional fee for duplicate BPRs that are accessed through T2C’s website or a CPU link. This occurs when a Member prefers to pull both an HTML version (readable by their underwriters) and an XML version (suitable for automated decisioning and archiving).

2. All other data sets are billed under terms outlined in the General Policy section above.