These Talitrix Terms of Service (“Agreement”) are entered into by and between Talitrix, Inc. d/b/a Talitrix (“Talitrix” or “we”) and the entity or person placing an order for or accessing the Service (“Customer” or “you”). If you are accessing or using the Service on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “you” or “Customer” in this Agreement mean your company.

If you have a separate written agreement with Talitrix for your use of the Service, this Agreement will not apply to you.

This Agreement permits Customer to purchase subscriptions to the Service and other services from Talitrix pursuant to Talitrix ordering documents, online registration, order descriptions or order confirmations referencing this Agreement (“Orders”) and sets forth the basic terms and conditions under which those products and services will be delivered. This Agreement will govern Customer’s initial purchase on the Effective Date as well as any future purchases made by Customer that reference this Agreement. Certain capitalized terms are defined in Section 21 (Definitions) and others are defined contextually in this Agreement.

The “Effective Date” of this Agreement is the date which is the earlier of (a) Customer’s initial access to any Service through any online provisioning, registration or order process or (b) the effective date of the first Order referencing this Agreement.

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING THE SERVICE, YOU ARE AGREEING TO BE LEGALLY BOUND BY ALL TERMS, CONDITIONS AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT OR ARE UNDER THE AGE OF 16, PLEASE DO NOT USE THE SERVICE.

Overview.

Talitrix’s Service is an Offender monitoring solution designed to monitor and alert Customer/Supervisor to problems that are set forth by the Bond or Court Document provided by the Jurisdiction or a Government or Related Agency.

Data Use. Subject to this Agreement, and solely to the extent necessary to provide the Service and Support to Customer, Customer grants Talitrix the non-exclusive, worldwide right, during the term of this Agreement, to access, use, process, copy, perform, store, export, transmit and display Event Data. Solely to the extent reformatting Event Data for display in the Service constitutes a modification or derivative work, the foregoing license also includes the right to modify and create derivative works of Event Data.

Security. Talitrix uses reasonable technical and organizational measures designed to protect the Service and Event Data as described in the Security Policy.

Personal Data. Unless Customer and Talitrix have entered into a DPA, Customer will not submit any Personal Data to the Service.

Protected Health Information. Talitrix makes a BAA available for customers with subscriptions to eligible plans. Unless Customer’s then-current subscription is to an eligible plan and has entered into a BAA with Talitrix, Customer will not submit any PHI to the Service.

Location. Talitrix may store and process Event Data in the United States or, if approved or selected by Customer, in other available countries.

Data Export and Deletion. During the Subscription Term, Customer may export or delete its Event Data from the Service using the export and deletion features described in the Documentation. After the Subscription Term, Talitrix will delete Event Data in accordance with its standard schedule and procedures.

Customer Obligations.

Generally. Customer is responsible for all Event Data, including its accuracy, and agrees to comply with Laws and the Documentation in using the Service. Customer represents and warrants that it has made all disclosures and has all rights, consents and permissions necessary to use Event Data with the Service and grant Talitrix the rights in Section 4.2 (Data Use), all without violating or infringing Laws, third-party rights (including intellectual property, publicity or privacy rights) or any terms or privacy policies that apply to Event Data.

No Sensitive Personal Information. Customer must not use the Service with Sensitive Personal Information (except as permitted in accordance with Section 4.5 (Protected Health Information). Except as set forth in a BAA, Customer acknowledges that the Service is not intended to meet any legal obligations for these uses, including HIPAA requirements, and that Talitrix is not a Business Associate as defined under HIPAA. Notwithstanding anything else in this Agreement, except for PHI submitted in accordance with Section 4.5 (Protected Health Information), Talitrix has no liability for Sensitive Personal Information.

Suspension of Service. Talitrix may suspend Customer’s access to the Service and related services if Customer breaches Section 2.3 (Restrictions) or Section 5 (Customer Obligations), if Customer’s account is 30 days or more overdue, if Customer’s actions risk harm to other customers or the security, availability or integrity of the Service (including by regularly exceeding any applicable rate limits) or if Customer fails to comply with the AUP. Where practicable, Talitrix will use reasonable efforts to provide Customer with prior notice of the suspension. Once Customer resolves the issue requiring suspension, Talitrix will promptly restore Customer’s access to the Service in accordance with this Agreement.

Third-Party Platforms. Certain features or functionality of the Service may require Customer to use Third-Party Platforms. Use of Third-Party Platforms is subject to Customer’s agreement with the relevant provider and not this Agreement. Talitrix does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability or interoperability or how the Third-Party Platforms or their providers use Event Data. If Customer enables a Third-Party Platform with the Service, Talitrix may access and exchange Event Data with the Third-Party Platform on Customer’s behalf.

Commercial Terms.

Subscription Term. Unless otherwise set forth on the applicable Order, each Subscription Term will automatically renew for an equivalent period unless either party gives the other party notice of non-renewal before the current Subscription Term ends (with respect to Customer, in accordance with Section 9.5 below).

Fees and Taxes. Fees are as described in each Order. Fees are invoiced on the schedule in the Order. Unless the Order provides otherwise, all fees are due within 30 days of the invoice date. Fees for renewal Subscription Terms are at Talitrix’s then-current rates, regardless of any discounted pricing in a prior Order. Except as expressly otherwise set forth herein, all fees are non-refundable. All Fees are exclusive of any applicable sales or other taxes or similar fees imposed by any government authority. Customer will (a) pay or reimburse all such taxes and fees (including any interest or penalties), if any, due, based on or measured by amounts payable by Customer under this Agreement (excluding taxes based on Talitrix’s net income) or (b) furnish Talitrix with evidence acceptable to the applicable government authority to sustain an exemption therefrom.

Payment via Credit Card. If Customer is purchasing the Service via credit card, debit card or other payment card (“Credit Card”), the following terms apply:

Recurring Billing Authorization. By providing Credit Card information and agreeing to purchase the Service, Customer hereby authorizes Talitrix (or its designee) to automatically charge Customer’s Credit Card on the same date of each calendar month (or the closest prior date, if there are fewer days in a particular month) during the Subscription Term for all fees accrued as of that date (if any) in accordance with the applicable Order. Customer acknowledges and agrees that the amount billed and charged each month may vary depending on Customer’s use of the Service and may include fees for On Demand Usage for the prior month.

Foreign Transaction Fees. Customer acknowledges that for certain Credit Cards, the issuer of Customer’s Credit Card may charge a foreign transaction fee or other charges.

Invalid Payment. If a payment is not successfully settled due to expiration of a Credit Card, insufficient funds, or otherwise, Customer remains responsible for any amounts not remitted to Talitrix and Talitrix may, in its sole discretion, either (i) invoice Customer directly for the deficient amount, (ii) continue billing the Credit Card once it has been updated by Customer (if applicable) or (iii) terminate this Agreement.

Changing Credit Card Information. At any time, Customer may change its Credit Card information by entering updated Credit Card information in its account settings.

Payment of Outstanding Fees. Upon any termination, expiration or cancellation of a Subscription Term, Talitrix will charge Customer’s Credit Card (or invoice Customer directly) for any outstanding fees for Customer’s use of the Service during the Subscription Term (including any fees for On Demand Usage), after which Talitrix will not charge Customer’s Credit Card for any additional fees.

Cancellation. If Customer does not want to renew a subscription, Customer must cancel its account(s)/subscription(s) from its account settings. An email or phone request to cancel Customer’s account is not considered notice of non-renewal. Any cancellation will take effect only at the end of Customer’s then-current Subscription Term, and Customer will continue to owe all fees (including, if applicable, monthly subscription fees and fees for any On Demand Usage) for the duration of the then-current Subscription Term. Notwithstanding the foregoing, Talitrix reserves the right, at its sole and absolute discretion, to permit Customer to cancel its subscription immediately without further liability by making a lump-sum payment to Talitrix that is equal to the upcoming three (3) months of subscription fees that Customer would otherwise have owed Talitrix.

Disclaimers. The Service, Support and all related Talitrix services are provided “AS IS”. Talitrix and its suppliers make no other warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title or noninfringement. Unless otherwise expressly stated in this Agreement, Talitrix does not warrant that Customer’s use of the Service will be uninterrupted or error-free, that Talitrix will review Event Data for accuracy or that it will maintain Event Data without loss. Talitrix is not liable for delays, failures or problems inherent in use of the Internet and electronic communications or other systems outside Talitrix’s control or for use of the Service in High Risk Activities. Customer may have other statutory rights, but any statutorily required warranties will be limited to the shortest legally permitted period. Talitrix does not warrant that using the Service will enable Customer to identify all issues or bugs in Customer Applications or that Customer will be able to correct issues or bugs reported by the Service. Talitrix makes no warranties regarding the performance of Customer Applications and, as between the parties, Customer is solely responsible for Customer Applications.

Term and Termination.

Term. This Agreement starts on the Effective Date and continues until expiration, cancellation or termination of all Subscription Terms.

Termination. Either party may terminate this Agreement (including all Orders) if the other party (a) fails to cure a material breach of this Agreement (including a failure to pay fees) within 30 days after notice, (b) ceases operation without a successor or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days.

Effect of Termination. Upon expiration or termination of this Agreement or an Order, Customer’s access to the Service will cease. At the disclosing party’s request upon expiration or termination of this Agreement, the receiving party will delete all of the disclosing party’s Confidential Information (excluding Event Data, which is addressed in Section 4.7). Event Data and other Confidential Information may be retained in the receiving party’s standard backups after deletion but will remain subject to this Agreement’s confidentiality restrictions.

Survival. These Sections survive expiration or termination of this Agreement: 2.3 (Restrictions), 5 (Customer Obligations), 9.2 (Fees and Taxes), 9.3 (On Demand), 9.4 (Payment via Credit Card) 10.3 (Disclaimers), 11.3 (Effect of Termination), 11.4 (Survival), 12 (Ownership), 13 (Usage Data), 14 (Limitations of Liability), 15 (Indemnification), 16 (Confidentiality), 17 (Required Disclosures), 20 (General Terms) and 21 (Definitions). Except where an exclusive remedy is provided, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.

Ownership. Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except for Talitrix’s use rights in this Agreement, between the parties Customer retains all intellectual property and other rights in Event Data provided to Talitrix. Except for Customer’s use rights in this Agreement, Talitrix and its licensors retain all intellectual property and other rights in the Service and related Talitrix technology, templates, formats and dashboards, including any modifications or improvements to these items made by Talitrix. If Customer provides Talitrix with feedback or suggestions regarding the Service or other Talitrix offerings, Talitrix may use the feedback or suggestions without restriction or obligation.

Usage Data. Notwithstanding anything to the contrary in the Agreement, Talitrix may collect and use Usage Data to operate, improve and support the Service and for other legitimate business purposes, such as analytics, benchmarking, reporting and developing new products and services. Talitrix will not disclose Usage Data externally, including in benchmarks or reports, unless it has been de-identified or aggregated so that it does not individually identify Customer, its Users or any other person, and Talitrix will not identify Customer as the source of Usage Data.

Limitations of Liability.

Consequential Damages Waiver. Except for Excluded Claims, neither party (nor its suppliers) will have any liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business or any indirect, special, incidental, reliance or consequential damages of any kind, even if informed of their possibility in advance.

Liability Cap. Except for Excluded Claims, each party’s (and its suppliers’) entire liability arising out of or related to this Agreement will not exceed in aggregate the amounts paid or payable by Customer to Talitrix during the prior 12 months under this Agreement.

Excluded Claims. “Excluded Claims” means: (a) Customer’s breach of Sections 2.3 (Restrictions) or 5 (Customer Obligations), (b) Customer’s breach of Section 16 (Confidentiality) or (c) amounts payable to third parties under the indemnifying party’s obligations in Section 15 (Indemnification).

Nature of Claims and Failure of Essential Purpose. The waivers and limitations in this Section 14 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.

Indemnification.

Indemnification by Customer. Customer will defend Talitrix from and against any third-party claim to the extent resulting from Event Data or Customer’s breach or alleged breach of Section 5 (Customer Obligations) and will indemnify and hold harmless Talitrix against any damages or costs awarded against Talitrix (including reasonable attorneys’ fees) or agreed in settlement by Customer resulting from the claim.

Procedures. The indemnifying party’s obligations in this Section 15 are subject to receiving (a) prompt notice of the claim, (b) the exclusive right to control and direct the investigation, defense and settlement of the claim and (c) all reasonably necessary cooperation of the indemnified party, at the indemnifying party’s expense for reasonable out-of-pocket costs. The indemnifying party may not settle any claim without the indemnified party’s prior consent if settlement would require the indemnified party to admit fault or take or refrain from taking any action (other than relating to use of the Service, when Talitrix is the indemnifying party). The indemnified party may participate in a claim with its own counsel at its own expense.

Confidentiality.

Definition. “Confidential Information” means information disclosed to the receiving party under this Agreement that is designated by the disclosing party as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Talitrix’s Confidential Information includes the terms and conditions of this Agreement and any technical or performance information about the Service. Customer’s Confidential Information includes Event Data.

Obligations. As a receiving party, each party will (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement, including Section 4.2 (Data Use), and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. The receiving party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for Talitrix, the subcontractors referenced in Section 20.9), provided it remains responsible for their compliance with this Section 16 and they are bound to confidentiality obligations no less protective than this Section 16.

Exclusions. These confidentiality obligations do not apply to information that the receiving party can document (a) is or becomes public knowledge through no fault of the receiving party, (b) it rightfully knew or possessed prior to receipt under this Agreement, (c) it rightfully received from a third party without breach of confidentiality obligations or (d) it independently developed without using the disclosing party’s Confidential Information.

Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 16.

Required Disclosures. Nothing in this Agreement prohibits either party from making disclosures, including of Event Data and other Confidential Information, if required by Law, subpoena or court order, provided (if permitted by Law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.

No-Charge Products. If Customer receives access to the Service or Service features on a no-charge, free or trial basis or as an alpha, beta or early access offering (“No-Charge Products”), use of such No-Charge Products is permitted only during the period designated by Talitrix (or if not designated, 30 days). No-Charge Products are optional and either party may terminate No-Charge Products at any time for any reason. No-Charge Products may be inoperable, incomplete or include features that Talitrix may never release, and their features and performance information are Talitrix’s Confidential Information. Notwithstanding anything else in this Agreement, Talitrix provides no warranty, indemnity, service levels or Support for No-Charge Products and its liability for No-Charge Products will not exceed US$50.

Publicity. Neither party may publicly announce this Agreement except with the other party’s prior consent or as required by Laws. However, Talitrix may include Customer and its trademarks in Talitrix’s customer lists and promotional materials, issue a press release identifying Customer as a Talitrix customer, inform other potential customers that Customer is a Talitrix customer and identify Customer as a customer in other forms of publicity (including, without limitation, case studies and blog posts), but will cease such use at Customer’s written request.

General Terms.

Assignment. Neither party may assign this Agreement without the prior consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all its assets or voting securities (each, a “Change of Control”). If Customer assigns this Agreement in a Change of Control permitted under this Section, Customer will update all necessary details in Customer’s account settings. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.

Governing Law, Jurisdiction and Venue. This Agreement is governed by the laws of the State of California and the United States without regard to conflicts of laws provisions and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in San Francisco, California and both parties submit to the personal jurisdiction of those courts.

Attorneys’ Fees and Costs. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys’ fees and costs in connection with such action.

Subcontractors. Talitrix may use subcontractors and permit them to exercise Talitrix’s rights, but Talitrix remains responsible for their compliance with this Agreement and for its overall performance under this Agreement.