Truffle Terms of Service

Posted: April 12, 2021 Published: April 12, 2021

Welcome to Truffle! We (everyone at Truffle) are excited to have you as a user of our Service. Truffle is designed to find useful information in your team’s Slack channels and use that information to help your team at just the right moment.

These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Spout Technologies, doing business as Truffle (“Truffle”, “we”, “us”, or “our”), concerning your access to and use of the https://truffle.bot website as well as any other websites, services, content, and software applications related, linked, or otherwise connected thereto (collectively, the “Service”). You agree that by using the Service, you have read, understood, and agree to be bound by all of these Terms of Use. If you are entering into these Terms on behalf of a comapany or business, you represent that you have the authority to bind such entity and its affiliates to these Terms. These Terms also apply if you have signed up to use our Service during a trial period. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Truffle website from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Service after the date such revised Terms of Use are posted.

The information provided by our Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access our Service from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Service is not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use this Service. You may not use the Service in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

Should you have any questions surrounding these Terms, please contact tos@truffle.bot.

The Service is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Service.

Registration

With exception to accessing the public areas of Truffle’s website, when using our Service, you will be required to add Truffle to your Slack workspace. You represent and warrant that you have the right and authority to access the Service using Slack, and that you are authorized to add apps to your Slack workspace.

Content Within Truffle

Our Service allows you to quickly find information relevant to current conversations and questions that are contained in Slack. The content you share with Truffle is limited to the content contained in the Slack channels that Truffle belongs to. Truffle does not access information contained in private channels. Content originating from public channels may be accessed by anyone in the Slack organization, regardless of whether they belong to that channel or not.

We are not responsible or liable for the Content you post or share with the Service. While certain of our employees, contractors may access and/or review the Content and your conduct in order to support the operation of the Service, to determine compliance with these Terms and for other purposes that we describe in our Privacy Policy, we have no obligation to do so.

Your Responsibilities

You are responsible for: (a) ensuring that Truffle is only installed into Slack channels that you wish Truffle to extract Content from; (b) ensuring that the Content, and your conduct in connection with your use of the Service, complies with these Terms; (c) promptly handling and resolving any notices and claims relating to the Content, including any notices sent to you by any person claiming that any Content violates any person’s rights;

Our Acceptable Use Policy

In connection with your use of our Service, you are prohibited from (1) accessing, tampering with, reverse engineering, disassembling or decompiling all or any part of the Service, or using non-public areas or parts of the Service (including source and object code), or shared areas of the Service for which you have not been granted express rights of use, or attempting to use or gain unauthorized access to our or to any third-party’s networks or equipment; (2) permitting other individuals or entities to copy all or any portion of the Service; or leasing, selling, distributing, sublicensing or reselling the Service, or using the Service in an outsourcing or service bureau arrangement or otherwise for the benefit of a third party; (3) attempting to probe, scan or test the vulnerability of the Service or any system or network of Truffle or any of our customers or suppliers; (4) engaging in fraudulent, offensive or illegal activity of any nature; (5) uploading, copying, sharing or utilizing any content, or engaging in any activity, that is pornographic, obscene, harassing, abusive, slanderous or defamatory or that encourages, promotes or expresses racism, hatred, bigotry or violence; (6) restricting, inhibiting, interfering with or otherwise disrupting or causing a performance degradation to any Truffle facilities or systems used to deliver the Service; (7) modify or create derivative works of the Service. Truffle may in its sole discretion determine whether your use of the Service is a violation of this Acceptable Use Policy and, if so, we may suspend or terminate your ability to use the Service. You are responsible for ensuring that your users comply with our Acceptable Use Policy and the other terms and conditions herein.

Our Responsibilities

Truffle is responsible for providing the Service in accordance with these Terms. We will implement commercially reasonable measures which are designed to safeguard and protect the security, confidentiality and integrity of information that you provide to or through the Service (including your Content).

Marketing and Publicity

Upon your prior written consent, which consent shall not be unreasonably withheld, Truffle shall have the right to use your name and Service-related statements for marketing or promotional purposes on Truffle’s website and/or in other communications with existing or potential Truffle customers.

Subscription Term

Your right to use the Service is provided on a subscription basis for a specified term (referred to collectively as the “subscription term”) which is specified in your Order. Either party may cancel your subscription (and your right to use the Service) at the end of any subscription term by providing the other party with at least fifteen (15) days advance written notice prior to the end of such subscription term, which notice shall specify the party’s intent to cancel the subscription. If no notice is provided, the Service will automatically renew for a renewal term equivalent in length to the expiring term and payment will be due in advance therefor. Notices to Truffle shall be sent to renewals@truffle.bot or in such other manner as is authorized under the “Notice” provision below. We can send notices of non-renewal to you at the email addresses you proved to us upon registration, or to the installer’s Slack email address, and such notification shall be deemed effective when sent. Your subscription term may also be terminated or suspended in accordance with the provisions of these Terms.

Fees

The subscription fees due to Truffle for your initial subscription term and each renewal term will be calculated based on our three -current pricing and editions denoted on our published pricing page on our website for the designated “Subscription Term”, unless otherwise agreed to by the parties in the applicable Order or otherwise in a writing which references these Terms. You will be required to provide your contact information and select a method of payment (for example by credit card) to process such recurring payments and applicable taxes. Once the in advance payment is processed by Truffle, the purchased features for specified number of users will be enabled withing your Truffle Service account.

If not otherwise specified, all fees shall be invoiced in advance and shall be due and payable within thirty (30) days of the submission of the invoice. Prices do not include, and You shall promptly pay, all applicable taxes in connection with the Service.

Free Trial

We offer a 30-day free trial to new workspaces that install the Service. The account will not be charged and the subscription will be suspended until upgraded to a paid version at the end of the free trial.

Intellectual Property; Feedback

All right, title, and interest in and to the Service (excluding the Content provided by you), and to all software, technology, documentation and other work product used or displayed in connection with the delivery of the Service, as well as all modifications and derivatives thereof, are and will remain the exclusive property of Truffle. The Service is protected by copyright, trademark and other laws of both the United States and foreign countries. Nothing in the Terms gives you the right to use Truffle’s trademarks, logos, domain names, and other distintive brand features. Any rights not expressly granted to you are reserved by Truffle.

During your subscription term and subject to the terms and restrictions set forth herein, we grant you a non-exclusive, non-transferable, non-sublicensable, time-bounded, license to access and use the Service on a remote-access, subscription basis via the Internet and solely in support of your internal business operations. Due to the nature of the SaaS delivery model, the Service to which you are provided remote access hereunder shall be the version of such Service which is then generally hosted by Truffle for its clients. You may only grant access to the Service to your employees, agents and contractors (your “users”) who you authorize to use the Service and who: (a) use the Service solely in support of your business operations; and (b) are bound by the confidentiality and limited use provisions setforth in these Terms. In addition, you shall be responsible and liable to ensure that each such employee and contractor complies with these Terms.

You grant Truffle, and its affiliiates, employees, agents and contractors, the right to use your Content to the extent reasonably necessary for Truffle to provide the Service. Such rights of use include the right to share, host, backup, store, display, process, reproduce, transmit and otherwise make your Content available to you and others for the purposes for which the Service is designed. You are responsible for obtaining all necessary rights and consents for Truffle to use, process, and store all Content for the purposes of providing the Service and meeting our obligations under these Terms. You are responsible for securing any necessary rights from others in order to Use any Content belonging to them.

In the event that you submit any ideas, comments, suggestions, proposed modifications, or enhancements, or other feedback relating to the Service (collectively, “Feedback”), we shall automatically own such Feedback without compensation to you and hereby assign all rights in such Feedback to Truffle. For clarity, Truffle may use your feedback for any purpose, and shall own any and all work product or developments based thereon or related thereto.

Privacy Policy

We care about data privacy and security. Please review our Privacy Policy. By using the Service, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Use. Please be advised the Service is hosted in the United States. If you access the Service from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Service, you are transferring your data to the United States, and you agree to have your data transferred to and processed in the United States.

Cancellation and Termination

These Terms will continue to apply until the Service is cancelled or terminated as set forth below:

• If your subscription term expires in accordance with the “Subscription Term” provision above;
• If the Service terminates as a result of a material change to these Terms as described in the “Changes to Terms” provision above;
• If either party materially breaches the obligations to the other party under these Terms and fails to reasonably cure such breach within thirty (30) days of a party’s written notification to such other party of such breach. Termination under this provision shall be by written notice after the passage of such 30-day cure period without a cure having been effectuated.
• Notwithstanding anything to the contrary above, Truffle may terminate these Terms and/or suspend your use of the Service at any time if:
• you have misused the Service; or
• you fail to pay the applicable subscription license fees and any applicable taxes in full and in a timely manner and fail to pay us for a period of five (5) business days after our written notice to you of the delinquency; or
• Truffle is required to do so by law

Upon cancellation of the Service by you in accordance with the Subscription Term section above, your rights to access the Service and payment obligation shall continue until your renewal term anniversary date. Upon any termination or cancellation hereof, Truffle shall then disable your access to the Service, and your rights of use shall cease, unless Truffle has otherwise agreed to continued rights of use in writing. Truffle may delete your Content from the Service after thirty (30) days has elapsed from date of Cancellation or Termination. During this 30-day period, at your request, we will make your Content available for you to download.

All purchases are non-refundable. You can cancel your subscription at any time by contacting us using the contact information provided below. Your cancellation will take effect at the end of the current paid term.

If you are unsatisfied with our services, please email us at billing@truffle.bot or call us at 740.314.4150.

Warranty; Disclaimer of Warranty

We warrant, for the Term hereof, and conditioned on your use of the Service in compliance with these Terms, that the Service will perform materially in accordance with our applicable published documentation that we make available to you along with the Service. In the event that we breach this warranty and are unable to remedy the breach within a reasonable period of time after being made aware thereof, your exclusive remedies are to: (a) pursue termination of these Terms for material breach pursuant to the applicable provisions of the “Cancellation and Termination” section above; and (b) seek recovery of damages caused by the breach, subject to the “Limitation of Liability” section below.

EXCEPT AS PROVIDED ABOVE, THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, TRUFFLE DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR WILL BE UNINTERRUPTED.

Limitation of Liablility

IN NO EVENT SHALL TRUFFLE, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR REVENUES, LOSS OF DATA OR CONTENT, DAMAGE TO GOODWILL, OR OTHER SIMILAR LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. IN NO EVENT WILL THE AGGREGATE AND CUMULATIVE LIABILITY OF TRUFFLE, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES AND SUPPLIERS BE MORE THAN THE FEES WHICH YOU PAID TO TRUFFLE FOR THE SERVICE DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE INITIAL CLAIM BROUGHT BY YOU AGAINST TRUFFLE HEREUNDER. IF YOU RECEIVE THE SERVICE FOR NO FEE (FOR EXAMPLE, IF YOU ARE EVALUATING THE SERVICE FOR A LIMITED TRIAL AT NO FEE), THEN YOU ACKNOWLEDGE AND AGREE THAT, AS A RESULT, YOU SHALL HAVE NO RIGHT TO RECOVERY OF FEES IN CONNECTION WITH THE SERVICE.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF TRUFFLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

Export Control; Compliance with Laws

You are entirely responsible for ensuring that the Content, and your conduct in connection with your use of the Service, complies with all applicable laws and regulations, including but not limited to export and import regulations. You are prohibited from using of the Service or exporting any Content or technology to any jurisdiction prohibited by the United States export control laws. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government, or if such use is otherwise in violation of U.S. or other applicable law.

Indemnification

We will defend, indemnify and hold you harmless from and against any damages, losses, and costs that You incur as a direct result of a claim brought by a third party which alleges that the Service provided by us hereunder infringes a third party’s United States intellectual property rights. As a condition of our indemnity obligation, you must promptly notify us of any such claim; grant us sole control of the defense and settlement of any such claim; and cooperate with us to facilitate our ability to settle or defend the claim. In the event of a covered infringement claim, we will exert commercially reasonable efforts to obtain for you the right to continue using the Service or to replace or modify the Service so that it is not infringing and materially similar. If these alternatives are not commercially reasonable, we may terminate the Service and, if you have prepaid for any unused Service, refund that prepayment. We shall have no indemnity obligations to you if the infringement claim is caused by your modification or misuse of the Service, or your use of the Service in combination with unauthorized products or services. THESE ARE OUR EXCLUSIVE OBLIGATIONS WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

You agree to defend, indemnify and hold harmless Truffle and its affiliates, employees, agents and suppliers from and against any and all claims brought by third parties, and all associated damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) regarding; (a) any data or Content which is transmitted, uploaded, deleted, modified, distributed, redistributed, or copied by you or any of your users (including a claim of violation of a third party’s proprietary rights with respect thereto); or (b) your violation, or a violation by you or any of your users of these Terms, applicable law, rule or regulation.

Controlling Law

These Terms will be governed by the State of Delaware law except for its conflicts of law principles. The State (and, to the extent jurisdiction exists) and Federal Courts located within Wilmington, Delaware shall have exclusive jurisdiction over any and all disputes arising out, or relating to or concerning, these Terms or the Service or any site or application through which the Service is delivered.

Government

Our Service is not intended for and may not be used by government entities or angencies without entering into a separate written agreement in advance of any such use.

Miscellaneous

These Terms of Use and any policies or operating rules posted by us on the Service or in respect to the Service constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Service. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

Contact Us

In order to resolve a complaint regarding the Service or to receive further information regarding use of the Service, please contact us at:

Spout Technologies 34 Shull Dr Newark, DE 19711 United States Phone: 740.314.4150 contact@truffle.bot