Terms of Service

These Terms of Service (the “Terms”) govern your access to and use of the Trident services (the “Services”) provided by Esprit Labs Inc. (“Esprit Labs,” “we,” “us,” or “our”). For paid customers, a separate signed Master Subscription Agreement (“MSA”) supersedes these Terms to the extent of any conflict.

Acceptance

By accessing or using the Services, you agree to be bound by these Terms. If you are using the Services on behalf of an organization, you represent that you have authority to bind that organization, and “you” refers to that organization.

Access and accounts

You are responsible for keeping your account credentials secure and for all activity that occurs under your account. Notify us promptly at dekai@usetrident.dev if you suspect unauthorized access.

License and restrictions

Subject to these Terms and your payment of applicable fees, Esprit Labs grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Services during the term.

You will not, and will not permit any third party to:

• reverse engineer, decompile, or disassemble the Services except as permitted by applicable law;
• use the Services to develop a competing product or to benchmark without our written consent;
• interfere with, disrupt, or attempt to gain unauthorized access to the Services or any related systems;
• use the Services in violation of applicable law or these Terms.

Acceptable use

You will use the Services only for lawful purposes. You will not use the Services to transmit material that infringes intellectual property rights, violates privacy or publicity rights, contains malware, or constitutes harassment, fraud, or other unlawful activity. Authorized security testing is permitted only against systems you own or are explicitly authorized to test.

Fees and payment

Paid features are described in your applicable order form or MSA. Fees are non-refundable except as expressly stated. You are responsible for taxes other than those based on our net income.

Intellectual property

As between you and Esprit Labs, Esprit Labs retains all right, title, and interest in and to the Services, including all related software, documentation, trademarks, and improvements. You retain all right, title, and interest in your Customer Data.

You may submit feedback, suggestions, or ideas about the Services. You grant Esprit Labs a perpetual, royalty-free license to use such feedback for any purpose without restriction.

Customer Data

You grant Esprit Labs a worldwide, non-exclusive license to use, host, store, and process Customer Data solely to provide and improve the Services for you. Our processing of Customer Data is further described in our Privacy Policy.

You represent that you have all rights, consents, and authorizations necessary to provide Customer Data and to grant the rights described in these Terms.

Confidentiality

Each party may receive Confidential Information from the other. Confidential Information will be used only to perform under these Terms, protected with at least the same degree of care the receiving party uses for its own confidential information of like importance (and not less than reasonable care), and not disclosed except to personnel and contractors with a need to know under written obligations of confidentiality.

Warranties and disclaimers

Each party represents that it has the authority to enter into these Terms. EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND ESPRIT LABS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Indemnification

Each party will defend the other against third-party claims to the extent caused by its breach of these Terms or its violation of applicable law, and will pay damages and costs finally awarded against the indemnified party or agreed in a settlement approved in writing by the indemnifying party.

Limitation of liability

EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS AND BREACH OF CONFIDENTIALITY, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL. EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO ESPRIT LABS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Term and termination

These Terms apply while you use the Services. Either party may terminate for material breach if not cured within thirty (30) days of written notice. On termination, your right to access the Services ends and we will delete Customer Data in accordance with the schedule described in your applicable order form or, absent one, within ninety (90) days. Sections intended to survive termination will survive.

General

These Terms are governed by the laws of the State of Delaware, without regard to conflict of laws principles. Each party submits to the exclusive jurisdiction of the state and federal courts located in Delaware. If any provision is found unenforceable, the remaining provisions will remain in effect. These Terms do not create any agency, partnership, joint venture, or employment relationship.

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