Terms and Conditions of Website Use

The following Terms and Condition of Website Use (the “Terms”) outlines your obligations when using the TRM Labs website available at www.trmlabs.com or any other websites (collectively, the “Site”) of TRM Labs, Inc. or its subsidiaries (collectively,“TRM,” “we,” or “us”).

Please read these Terms carefully before using the Site. THESE TERMS CONTAIN TERMS LIMITING OUR LIABILITY, WAIVING CLASS ACTION RELIEF AND JURY TRIALS, AND REQUIRING ARBITRATION OF DISPUTES. BY ACCESSING OR USING THE SITE OR ANY CONTENT ON THE SITE, YOU AGREE TO BECOME BOUND BY THESE TERMS. IF YOU DONOT AGREE TO ALL THESE TERMS, THEN YOU MAY NOT ACCESS THE SITE OR USE THE CONTENT OR ANY SERVICES IN THE SITE. If you are an individual acting on behalf of a company or organization, you agree your access to or use of the Site binds your company and/or organization to these Terms, and you hereby represent and warrant that you have the authority to bind such company or organization to these Terms. For such users, the term “you” in these Terms includes your company and/or organization.

1. Modification
   TRM reserves the right, at any time and in its sole discretion, to modify or replace theseTerms at any time. The as-modified Terms will be posted to the Site; access to or use of the Site by you following such posting constitutes your acceptance of the Terms as modified.
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2. Use of the Site; Prohibited Uses
   The Site available to persons over the age of 18. If you are under the age of 18, you may use the Site only with the involvement of a parent or legal guardian that agrees to be bound by these Terms.By accessing or using our Site, agree that you will not do any of the following in or in connection with your access or use, and that the following are strictly prohibited:
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   • Violate any applicable law, rule, or regulation; provide false, misleading, or incomplete information, whether in connection with account registration, purchase of products or services, job applications, or any other access or use of the Site; use the account, user ID, password, or personal information of another user, company, or organization; impersonate any person or entity, or misrepresent your identity or your affiliation with any person or entity.
   • Use any robot, spider, scraper, site search/retrieval application or other automatic device, software, tool, routine, application or system on or to access our Site –including artificial intelligence – for any purpose without our express written permission, including (without limitation) to retrieve, index, scrape, “data mine” or in any way collect information from the Site;
   • Reproduce the Site, or “frame” or “mirror” or deep link to any part of the Site or its content without prior express approval from TRM; or circumvent the navigational structure or presentation of the Site or its content;
   • Use any software, tool, routine, application or system to search for, reserve, buy or otherwise obtain products, discount codes, promotional codes, vouchers, credits, gift cards, merchandise, or any other items available on the Site, or otherwise purchaseProducts in an automated manner;
   • Post, provide, or transmit any “junk mail,” “chain letters,” or unsolicited and/or mass mailing or “spamming” in connection with use of the Site;
   • Modify the content, programs, code, information, or other materials on or accessible through the Site or hack into or access TRM systems, servers, or the Site; override any security feature or bypass or circumvent any access controls or use limits of the Site;
   • Take actions that interrupt, damage, disable, overburden, interfere with or obstruct, or limit the functionality of, the Site, or any software, hardware, equipment or IT systems used in connection with the Site or our business; or submit or upload anything that contains software viruses, worms other harmful or malicious code, or any other contaminating or destructive devices or features; and/or
   • Do anything else that we determine, in our sole discretion, misuses or otherwise negatively impacts our Site and/or the systems and equipment related to our Site.
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3. Ownership of Site and Content
   TRM and/or our licensors own all right, title, and interest in and to the Site and to the content, information, and materials on or accessible in connection with the Site, including, without limitation, all trademarks, service marks, trade names, trade dress, logos, copyrights, HTML code, the “look and feel” of the Site, its color combinations, layout, and all other graphical elements (including designs, page headers, button icons, and scripts). Neither the Site, nor any content, information or material from the Site, nor the HTML code that TRM uses to generate the Site, may be copied, displayed, distributed, downloaded, licensed, modified, published, performed, reposted, reproduced, reused, sold, transmitted, used to create a derivative work, or otherwise used in whole or in part, including for any public or commercial purposes, without the prior express written permission of TRM. Without limiting the foregoing, TRM’s trademarks and/or tradenames may not be used in any manner that is likely to cause confusion, including(without limitation) as part of domain names or other trademarks.
   
   If you believe that any of your work has been copied and is accessible on the Site in away that constitutes copyright infringement, please provide us with the following information:
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   • Identification of the copyrighted work claimed to have been infringed;
   • Identification of the allegedly infringing material on the Site that is requested to be removed;
   • Your name, address and daytime telephone number, and an e-mail address if available, so that we may contact you if necessary;
   • A statement that you have a good faith belief that the use of the copyrighted work is not authorized by the you or the law;
   • A statement that the information in the notification is accurate, and under penalty of perjury, that you are, or are authorized to act on behalf of, the owner of an exclusive copyright right that is allegedly infringed; and
   • An electronic or physical signature of you or someone authorized on the copyright owner's behalf, to assert infringement of copyright and to submit the statement. Please send your notification via email to legal@trmlabs.com.
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4. Personal Information
   TRM’s Privacy Policy outlines how TRM processes personal information.
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5. Links to Third Party Sites
   TRM permits links on third-party sites to the Site in an appropriate context. However,“framing” or “mirroring” the Site or any of its content is prohibited without TRM’s prior written consent.
   
   The Site may provide links to other sites or resources available on the Internet. These are provided solely as a convenience and for informational purposes only, unless otherwise expressly noted. TRM has no control over such sites and resources, you acknowledge and agree that TRM is not responsible for the availability of such external sites or resources and does not endorse and is not responsible or liable for any content, advertising, products, services or other materials on or available from such sites or resources, or of the organizations publishing such websites. You also acknowledge and agree that TRM is not responsible for the accuracy or legality of any such third-party sites or resources or the content that may be accessed via this website. You further acknowledge and agree that TRM shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource. Contact the external third-party website for answers to questions regarding its content.
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6. Feedback
   We welcome any comments, suggestions for improvements, and feedback regarding theSite or any of our products and services (including any Software) (collectively,“Feedback”). You hereby agree that TRM owns all right, title, and interest in and to theFeedback, including any and all associated intellectual property rights, and that TRM may use, copy, modify, incorporate, create derivative works based upon, and otherwise exploit the Feedback for any purpose, without notice or attribution to, payment to or consent from You, in any form, media, or technology now known or later developed, andYou acknowledge that such Feedback will be solely TRM’s confidential information.
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7. User-Submitted Content
   The Site may enable users to submit or post content or other information that will be made available to other users of the Sites (e.g., a forum or blog site). You understand and agree that TRM: (a) is not responsible for the content of user submissions, (b) has no obligation to monitor, remove, or modify any user-submitted content, and (c) has sole discretion to determine whether any user-submitted content violates the these Terms and/or to take action or inaction based on that determination. If You submit content or information to a Site that makes such content available to other users, You represent and agree that (a) your content in not prohibited by these Terms; (b) you are solely responsible for the form, content, and accuracy of any material you submit; (c) you are granting TRM a royalty-free, worldwide, perpetual, irrevocable, non-exclusive license(including a waiver of any moral rights) to use, reproduce, modify, adapt, translate, publish, display, and redistribute your content (in whole or in part) worldwide, to incorporate your content in other works and/or create derivative works with your content in any form, media, or technology now known or later developed, for the full term of any rights that may exist in such content; and (d) we are not obligated to exercise the rights you grant.
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8. Disclaimer of Warranties
   Diligent care has been taken in acquiring and providing the information included and posted on the Site. Nonetheless, TRM makes no guarantee or warranty, express orimplied, as to the reliability, accuracy, timeliness or completeness of that information and assumes no responsibility for any errors or omissions therein. YOUR ACCESS TOAND USE OF THIS SITE IS AT YOUR OWN RISK. THE SITE AND ALL INFORMATION,CONTENT, AND MATERIALS ON THE SITE ARE PROVIDED “AS IS” AND TRM MAKES NO WARRANTIES OF ANY KIND WITH RESPECT THERETO, AND/OR WITH RESPECT TO THE ACCURACY, RELIABILITY, COMPLETENESS, QUALITY, TIMELINESS, OR USEFULNESS THEREOF, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, TRM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPLIANCE WITH LAW, AND NON INFRINGEMENT. TRM DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKE SUCH INFORMATION, CONTENT, AND MATERIALS AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TRM DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULT SOF THE USE OF THE SITE OR ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS OR SERVICES CONTAINED ON OR OFFERED, MADE AVAILABLE THROUGH, OR OTHERWISE RELATED IN ANY WAY TO ANY THE SITE, INCLUDING, WITHOUT LIMITATION,SUBMISSIONS, OR ANY THIRD PARTY SITES OR SERVICES LINKED TO FROM THE SITEOR APP IN TERMS OF THEIR CORRECTNESS, ACCURACY, COMPLETENESS, RELIABILITY,SAFETY OR OTHERWISE.
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9. Limitation of Liability
   TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TRMOR ANY PROTECTED PARTY (DEFINED BELOW) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF DATA,LOSS OF GOODWILL OR REPUTATION, LOSS OF BUSINESS OPPORTUNITIES OR CONTRACTUAL RELATIONSHIPS, LOSS OF USE, OR LOSS OF PROFITS, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE SITE OR THE PRODUCTS AND/OR THE ACCESS THERETO OR USE OR PURCHASE THEREOF. THIS INCLUDES, WITHOUT LIMITATION, ANY DAMAGES CAUSED BY OR RESULTING IN CONNECTION WITH (A) RELIANCE ON INFORMATION OBTAINED FROMUS OR OUR SITE, (B) PURCHASE OR USE OF, OR DEFECTS IN, OUR PRODUCTS OR SERVICES, (C) MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF DATA, ERRORS,DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, IRRESPECTIVE OF THEIR CAUSE, AND INCLUDING (WITHOUT LIMITATION) IF RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT OR OTHER WRONGFUL ACTIVITY, DESTRUCTION, OR UNAUTHORIZED ACCESS TO OUR SITE, SYSTEM, PREMISES, OR OTHER ASSETS. TO THE EXTENT THAT APPLICABLE LAW PROHIBITS LIMITATION OF SUCH LIABILITY, TRM SHALL LIMIT ITS LIABILITY TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW. YOU AND TRM AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE AND/OR ITS CONTENT, OR TOANY PRODUCTS OR SERVICES ACCESSIBLE VIA THE SITE, MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
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10. Indemnity
    You hereby agree to indemnify, defend, and hold TRM, its affiliates, and their respective officers, directors, employees, contractors, consultants, licensors, licensees, distributors, agents, representatives and other authorized users, and each of the foregoing entities' respective resellers, distributors, service providers and suppliers, and all of the foregoing entities' respective officers, directors, owners, employees, agents, representatives and assigns (collectively, the “Protected Parties”) harmless from and against any and all actual or threatened claims, losses, damages, liabilities and costs (including, without limitation, settlement costs and any legal or other fees and expenses for investigating or defending any actions or threatened actions) arising out of, relating to, or in connection with (a) your access to or use of the Site, or the use or access of any other person to whom you have provided access to your computer system, username, password, or account; (b) any breach of these Terms by or you or on your behalf; or (c) your violation of any intellectual property rights or other right of any person, or (d) any violation of applicable law by you. You shall use your best efforts to cooperate with us in the defense.
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11. Dispute Resolution and Arbitration Agreement
    In the event we are unable to resolve any dispute through an informal dialogue, a third-party arbitrator or small claims court will help us resolve any disputes we might have, and any disputes will be resolved on an individual basis rather than as a class action.
    
    You and TRM agree that, except as provided below, any dispute, claim or controversy arising out of or relating in any way to the Terms, Site(s), or the relationship between you and TRM (a “Claim”) will be determined by binding arbitration or small claims court, instead of in courts of general jurisdiction.Either you or TRM can seek to have a Claim resolved in small claims court if all the requirements of the small claims court are satisfied.
    
    Either you or TRM may seek to have aClaim resolved in small claims court in your county of residence, and you may also bring a claim in small claims court in the Superior Court of California, County of San Francisco.
    
    Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision, and that you and TRM are each waiving the right to atrial by jury or to participate in a class action. This arbitration agreement shall survive termination of the Terms.
    
    If you elect to seek arbitration, you must first send to TRM a written notice of your Claim ("Notice of Claim"). The Notice of Claim to TRM should be sent by certified mail to: 450 Townsend Street, San Francisco, CA 94107, with an email copy to legal@trmlabs.com. TheNotice of Claim should include both the mailing address and email address you would like TRM to use to contact you. A Notice of Claim must (a) describe the nature and basis of the Claim or dispute; (b) set forth the specific amount of damages or other relief sought; and (c) your personal signature. If TRM elects arbitration, TRM’s notice to you will be sent electronically to your email address on file and include the same requirements.
    
    You and TRM agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost and mutually beneficial outcome. You and TRM therefore agree that, after aNotice of Claim is sent but before either you or TRM commence arbitration or file a Claim in small claims court against the other, we will personally meet, via telephone or video conference, in a good-faith effort to confer with each other and try to resolve informally any Claim covered by these Terms. If you are represented by counsel, your counsel may participate in the conference as well, but you agree to fully participate in the conference. The statute of limitations and any filing fee deadlines shall be tolled for sixty days (60) while the parties engage in the informal dispute resolution process required by this paragraph. If we do not reach an agreement to resolve the Claim within sixty (60) days after the Notice of Claim is received, you or TRM may commence an arbitration proceeding by filing a Demand for Arbitration or, alternatively, by filinga Claim in small claims court. You agree that you may not commence any arbitration or file aClaim in small claims court unless you and TRM are unable to resolve the Claim within sixty(60) days after we receive your completed Notice of Claim and you have made a good faith effort to resolve your claim directly with TRM during that time.
    
    The arbitration will be conducted by the American Arbitration Association (“AAA”) before a single AAA arbitrator under the AAA’s rules, which are available at www.adr.org, except as modified by this arbitration agreement. The arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of California or the state of your residence and will be selected by the parties from the AAA’s National Roster of Arbitrators.Unless TRM and you agree otherwise, any arbitration hearings will take place in San Francisco,California or the county of the mailing address you provided in your Notice of Claim. TRM is primarily a B2B Site and you acknowledge this. If your use of the Site is on behalf of your employer or another business, you acknowledge that TRM may, at its election, opt to have theAAA Commercial Rules, rather than the AAA Consumer Arbitration Rules apply.
    
    The parties agree that an administrative conference with the AAA shall be conducted in each arbitration proceeding, and you and a TRM company representative or its designee shall appear at the administrative conference via telephone. If you fail to appear at the administrative conference, regardless of whether your counsel attends, the AAA will administratively close the arbitration proceeding without prejudice, unless you show good cause as to why you were notable to attend the conference.
    
    Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. You are required to pay AAA’s initial filing fee, but, if your use of the Site was personal and not on behalf of an entity, TRM will reimburse you for this filing fee if you personally paid one at the conclusion of the arbitration to the extent it exceeds the fee for filing a complaint in a federal or state court in your county of residence or in San Francisco County, California, unless the arbitrator finds that either the substance of your Claim or the relief sought in your Demand forArbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). The parties agree that the AAA has discretion to modify the amount or timing of any administrative or arbitration fees due under theAAA Rules where it deems appropriate, provided that such modification does not increase theAAA fees to you or TRM, and you and TRM waive any objection to such fee modification.
    
    The arbitrator is bound by this arbitration agreement. Except as otherwise provided below, all issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration provision. Unless both you and TRM agree otherwise, the arbitrator may not consolidate any other person's Claims with your Claims and may not otherwise preside over any form of a representative or class proceeding.
    
    The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. TRM is entitled to seek its attorneys’ fees and costs in arbitration from you if the arbitrator finds that either the substance of your Claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).Judgment on any award may be entered in any court having jurisdiction. This agreement to arbitrate shall not preclude any party to the arbitration from at any time seeking injunctions orother forms of equitable relief in aid of arbitration from a court of appropriate jurisdiction including whether a Demand for Arbitration is filed in violation of this arbitration agreement.
    
    If a Claim qualifies for small claims court, but a party commences an arbitration proceeding, you and TRM agree that either party may elect instead to have the Claim resolved in small claims court, and upon written notice of a party’s election, the AAA will administratively close the arbitration proceeding. Any dispute about whether a Claim qualifies for small claims court shall be resolved by that court, not by an arbitrator.
    
    Unless you or TRM seek to have a Claim resolved in small claims court, the arbitrator shall determine all issues of liability on the merits of any Claim asserted by you or TRM and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.Notwithstanding the foregoing, (a) TRM may seek injunctive or equitable relief in any court of competent jurisdiction; and (b) nothing in this Agreement shall be construed to waive or preclude any right to seek public injunctive relief in court as required by California law.
    
    In the event that the arbitration agreement in these Terms is held to be unenforceable, any claim against us must be brought exclusively in a federal or state court located in SanFrancisco, California, and you consent to the jurisdiction of those courts for such purposes; any such action remains fully subject to the Class Action Waiver and Jury Trial Waiver set forth herein.
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12. Class Action Waiver and Jury Trial Waiver
    YOU AND WE EACH AGREE THAT ANY PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS,REPRESENTATIVE, MASS, OR CONSOLIDATED ACTION. If we believe that any claim you have filed in arbitration or in court is inconsistent with this limitation, then you agree that we may seek an order from a court determining whether your claim is within the scope of this class action waiver. If a court or arbitrator determines in an action between you and us that any part of this Class Action Waiver is unenforceable with respect to any claim, the arbitration agreement and Class Action Waiver will not apply to that claim, but they will still apply to any and all other claims that you or we may assert in that or any other action. If a claim proceeds in court rather than through arbitration, YOU ANDWE EACH WAIVE ANY RIGHT TO A JURY TRIAL.
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13. Governing Law
    These Terms shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law; provided, however, that you and we each also agree that the arbitration agreement set forth herein affects interstate commerce so that the Federal Arbitration Act and federal arbitrationlaw, not state law, apply and govern the enforceability of the agreement to arbitrate set forth herein.
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14. Miscellaneous
    If we believe you have violated, are violating or may violate these Terms, or any applicable law, we may take any action we deem appropriate or required in our solediscretion, such as (without limitation) disabling or terminating your account and/or your access to the Site, canceling your order(s), or pursuing legal or other redress. TRMmay pursue any legal or equitable remedy available, including but not limited to, direct, consequential, and punitive damages and injunctive relief; TRM’s remedies arecumulative and not exclusive. If TRM fails to exercise or enforce any right or provision of these Terms, it will not constitute a waiver of such right or provision; any waiver of anyprovision of these Terms will be effective only if in writing and signed by TRM. If any provision in these Terms is found to be unenforceable, then that provision will besevered from the remainder of these Terms and not affect the validity and enforceability of any remaining provisions. Upon the termination of these Terms, any provision which,by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, Sections 3-14.