TRM Academy Agreement

This TRM Academy Certification Agreement (this “Certification Agreement”) and all appendices, exhibits and attachments hereto, including any Order Form entered into in connection with this Agreement, is by and between TRM Labs, Inc. (the “Company”), a Delaware corporation, and the Customer listed on any Order Form hereto (“Customer”). Company and Customer are sometimes referred to jointly as the “parties” or singularly as a “party.”  

For good and valuable consideration, the sufficiency of which the parties hereby acknowledge, the parties hereby agree as follows:

1. Services.
   1. Purpose. This Certification Agreement sets forth the terms and conditions under which the Company agrees to provide certain certifications of training to the Customer, the details of which are set forth in the applicable Order Form(s).
   2. Training Services. Subject to the terms and conditions of this Certification Agreement and any applicable Order Form, during the Term (as defined below), Company shall use commercially reasonable efforts to provide blockchain intelligence training and certification to Customer, as detailed in the applicable Order Form(s).
2. Training Access and Authorized Users; Restrictions and Responsibilities.
   1. Certification/Training Seats. During the Term of each training or certification, Customer shall only allow access to the number of purchased seats as indicated in each applicable Order Form.
   2. Use Restrictions. Customer acknowledges that all training material is protected by copyright and is the property of TRM Labs. Customer may not copy, reproduce, distribute, publish, display, perform, modify, create derivative works, transmit, or in any way exploit any such content, nor may Customer distribute any part of the training content over any network, including a local area network, sell or offer it for sale, or use such content to construct any kind of database. Customer may not alter or remove any copyright or other notice from copies of the training content.‍
   3. Limitation of TRM Training Access. During the Term, Customer shall only log into the TRM tool to access the TRM Training(s) as explicitly agreed with TRM. Customer shall not use the TRM Platform to access or view any service other than the TRM Training Course(s) as explicitly permitted by TRM.
3. Confidentiality.
   1. Confidential Information. For purposes of this Agreement, “Confidential Information” means any information disclosed by either party (the “Disclosing Party”) to the other party (the “Receiving Party”) pursuant to this Agreement that is (a) in written, graphic, machine readable or other tangible form and is marked “Confidential,” “Proprietary” or in some other manner to indicate its confidential nature, (b) in the case of oral or visual disclosure, is identified as confidential at the time of disclosure and reduced to tangible form, marked as confidential, and provided to the Receiving Party within a reasonable time, or (c) under the circumstances should in good faith be considered to be confidential. Confidential Information includes, without limitation, information related to research, product plans, products, developments, inventions, processes, designs, markets, business plans, agreements with third parties, services, customers, marketing or finances of either party, the content or existence of any negotiations, and pricing. All technology or proprietary information underlying a Platform, Software, or any of the Services, including nonpublic attribution data pertaining to an entity or blockchain wallet included in the Services, shall be deemed Confidential Information of Company without any need for designating the same as confidential or proprietary. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent that it is: (i) already in the possession of the Receiving Party prior to the first disclosure hereunder as shown by records or files; (ii) is already part of the public knowledge or becomes part of the public knowledge after the time of disclosure other than as a result of any improper action by the Receiving Party; (iii) is approved in writing by the Disclosing Party; (iv) required to be disclosed by applicable legal authority provided that, if practicable, adequate notice and assistance is given by the Receiving Party to the Disclosing Party for the purpose of enabling the Disclosing Party to prevent and/or limit the disclosure; or (v) independently developed by either party without use of the Confidential Information from the other party.
   2. Non-Use and Non-Disclosure. Each party shall treat as confidential all Confidential Information of the other, shall not use such Confidential Information except as set forth in this Agreement, and will not disclose such Confidential Information to any third party except as expressly permitted herein without the Disclosing Party’s written consent. The Receiving Party shall use at least the same degree of care which it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of the Disclosing Party’s Confidential Information, but in no event less than reasonable care. The Receiving Party shall promptly notify the Disclosing Party of any actual or suspected misuse or unauthorized disclosure of any of the Confidential Information. In the event of any termination or expiration of this Agreement, each party will either return or, at the Disclosing Party’s request, destroy the Confidential Information of the other party; provided however, that Company may retain copies of the Customer Confidential Information for routine backup and archival purposes. For the avoidance of doubt, Company does not share Customer Data between Customers unless each Customer explicitly consents to and agrees to such data sharing in writing.
   3. Remedies for Breach of Obligation of Confidentiality. The Receiving Party acknowledges that breach of its obligation of confidentiality may cause irreparable harm to the Disclosing Party for which the Disclosing Party may not be fully or adequately compensated by recovery of monetary damages. Accordingly, in the event of any violation, or threatened violation, by the Receiving Party of its obligations under this Section, the Disclosing Party shall be entitled to seek injunctive relief from a court of competent jurisdiction in addition to any other remedy that may be available at law or in equity, without the necessity of posting bond or proving actual damages.
4. Ownership and Proprietary Rights.
   As between Company and Customer, Company shall own and retain all right, title, and interest in and to (i) each training content (ii) customized content or training provided (iii) any feedback or recommendations provided by Customer regarding any of the foregoing, and (iv) all intellectual property and proprietary rights in and related to any of the foregoing (collectively, “TRM Academy IP”). To the extent Customer has or obtains any right, title, or interest in the Services IP, Customer hereby assigns, and agrees to assign, without further consideration, to Company all such right, title, and interest Customer may have or obtain. Customer shall retain all right, title and interest in and to the Customer Confidential Information. Nothing will confer on either party any other rights or licenses except as set forth in this Agreement.
5. Payments and Taxes.
   Customer shall pay each invoice issued by Company hereunder immediately upon receipt of the invoice date via credit card, wire transfer, ACH debit to an account designated by Company, or such other payment method as approved by the Company on an Order Form. Unless otherwise agreed in an Order Form, all payments shall be made in U.S. dollars in immediately available funds and are non-refundable. Any amounts not paid when due shall bear interest at the rate of one and one-half percent (1.5%) per month or the maximum rate allowed by law, whichever is less. All amounts payable to Company hereunder shall be paid by Customer to Company in full without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason except as may be required by applicable law.‍
6. Limitation of Liability.
   THE COMPANY SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTIES FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR OTHER DAMAGES WHETHER IN AN ACTION BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF OR DAMAGE TO DATA, EVEN IF THAT PARTY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.  Except as otherwise provided below, under no circumstances shall Company’s total liability of all kinds arising out of this Agreement exceed one thousand U.S. Dollars ($1,000.00).
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   NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICES DO NOT CONSTITUTE OR PROVIDE LEGAL, TAX, OR INVESTMENT ADVICE. FURTHER, COMPANY PROVIDES REPORTING AND INFORMATION SERVICES ONLY AND HAS NO LIABILITY FOR THE TRANSACTIONS ANALYZED BY THE SERVICES OR FOR ANY ACTS OR OMISSIONS IN CONNECTION WITH THE SERVICES. IN NO EVENT WILL COMPANY BE RESPONSIBLE IN CONNECTION WITH ANY ACTUAL OR POTENTIAL VIOLATIONS IN CONNECTION WITH CUSTOMER’S USE OF THE SERVICES OR FOR ANY CONTENT POSTED BY CUSTOMER OR OTHER USERS IN ANY OF THE SERVICES.
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   EXCEPT AS PROVIDED HEREIN OR IN AN ORDER FORM AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TRAININGS, AND ALL RELATED TRAINING CONTENT, INFORMATION, TECHNOLOGY, AND SERVICES PROVIDED BY OR ON BEHALF OF COMPANY ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND COMPANY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF COMPANY IS ADVISED OF THE PURPOSE).
7. Representations and Warranties; Disclaimers.
   1. Representations and Warranties. Each party represents and warrants that: (i) such party is a corporation duly organized, validly existing, and in good standing under the laws of the state of its incorporation, and has the full power and authority to enter into and perform its obligations under this Agreement; (ii) the execution of this Agreement by such party, and the performance by such party of its obligations and duties hereunder do not and will not violate any other agreement to which such party is a party or by which it is otherwise bound; (iii) when executed and delivered by such party, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms, (iv) such party acknowledges that the other party makes no representations, warranties, or agreements related to the subject matter of this Agreement that are not expressly provided for in this Agreement. Company represents and warrants that it will perform the Services in a professional and workmanlike manner. ‍
   2. Disclaimers.  EXCEPT AS PROVIDED HEREIN OR IN AN ORDER FORM AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SERVICES PROVIDED BY OR ON BEHALF OF COMPANY ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND COMPANY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF WE ARE ADVISED OF THE PURPOSE), ACCURACY, AND/OR NON-INFRINGEMENT. IN ADDITION, COMPANY DOES NOT WARRANT THAT ACCESS TO THE PLATFORMS OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, THAT THE SERVICES WILL MEET CUSTOMER’S NEEDS, OR THAT DATA WILL NOT BE LOST. WITHOUT LIMITING THE FOREGOING, COMPANY DOES NOT WARRANT THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES OR PLATFORMS IS DOWNLOADED AT CUSTOMER’S OWN RISK AND CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR CUSTOMER’S USE OF THE SERVICES OR PLATFORMS.‍
8. Publicity.
   Except as set forth in this Agreement, neither party shall issue or release any announcement, statement, press release, or other publicity, research or marketing materials relating to this Agreement or the Services or otherwise use the other party’s trademarks, service marks, trade names, logos, domain names, or other indicia of source, affiliation, or sponsorship without obtaining the express prior written consent of the other party.
9. General.  
   Neither Party may assign this Agreement without the express consent of the other party, except that either party may assign this Agreement without the need to obtain such consent in connection with a sale or transfer of all or substantially all business, assets or stock of the assigning party.  This Agreement will be governed by the laws of the State of California, without reference to conflict of laws principles.  Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the courts in California for any disputes that may arise in connection with this Agreement, and any resulting judgment or court order will be enforceable in all relevant jurisdictions.  This Agreement contains the entire agreement between the parties in connection with its subject matter and supersedes any prior and/or contemporaneous agreements, whether written or oral, and may not be amended or waived in whole or in part except through an executed agreement signed by a duly authorized representative of both parties.