TERMS OF SERVICES

Latest Update: February 20th, 2025

The Terms of Services (along with any Order, “Terms”) are between the entity identified in an Order (“Customer,” “you,” “yours”) and Trampoline AI Inc, with a registered address at 5715 rue Marquette, Montréal, QC H2G 2X8, Canada (“Trampoline,” “us,” “we,” “our”). The Terms enter into force upon acceptance of the Order and continue until terminated as indicated herein. If you have any questions, you can reach out to us by email at legal@trampoline.ai.

1. DEFINITIONS

The expressions which are not defined elsewhere in the Terms are defined below.

• Affiliates: Any person or entity directly or indirectly controlling, controlled by or under common control with a party, where “control” means the legal power to direct or cause the direction of the general management of a party.

• Aggregated Data: Data that no longer identifies a person nor Customer.

• AI Customer Input: Information, data, materials, text, prompts, images or other content that is (a) input, entered, posted, uploaded, submitted, transferred, transmitted, or otherwise provided or made available by or on behalf of Customer or any Authorized User for Processing by or through an AI Feature, or (b) collected, downloaded, or otherwise received by an AI Feature for or on behalf of Customer or any Authorized User, including in the case of (a) and (b) for purposes of fine-tuning, grounding, or otherwise modifying, reining, adapting, or customizing an AI Feature by, for, or on behalf of Customer.

• AI Customer Output”: Information, data, materials, text, images, code, works, expressions, or other content generated or otherwise output from an AI Feature in response to AI Customer Input or from use of an AI Feature by or on behalf of Customer or its Authorized Users.

• AI Feature: Feature, functionality, or component of the Subscription Services that incorporates, uses, depends on, or employs any AI Technology.

• AI Technology: Any and all machine learning, deep learning, and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks, and other artificial intelligence tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment.

• Authorized User: A person authorized by Customer or any of its Affiliates (if permitted in an Order) to access and use the Services under the rights granted to Customer pursuant to this Agreement [each of which shall be identified by Customer's written notice to Provider as set forth in the applicable Order as the same may be amended by Customer from time to time].

• Anonymized Data: Customer Data, which no longer allows for the identification of an individual. For the avoidance of doubts, Anonymized Data does not include Personal Data. 

• Applicable Laws: Any and all laws, statutes, regulations, ordinances, rules, directives, treaties, and other legal requirements, whether domestic or international, that apply to the provision, access, or use of the Services. For clarity, Trampoline shall have no obligation to comply with any laws that apply solely to Customer’s industry, operations, jurisdiction, or specific use cases, and Customer is solely responsible for ensuring its use of the Services complies with all Applicable Laws relevant to its business and activities. Trampoline makes no representation or warranty that the Services complies with any specific regulatory framework applicable to Customer, and Customer acknowledges that compliance with evolving AI-related regulations remains its sole responsibility.

• Billing Cycle: The period for which the Subscription Fees are charged and invoiced, as specified in the Order. Unless otherwise stated, for a Flexible Subscription, the Billing Cycle is a calendar month, beginning on the date the Customer’s Subscription Services is activated and renewing on the same date each subsequent month.

• Board: A structured workspace within the Services used to manage and respond to a live RFP. Each Board corresponds to a specific RFP received by the Customer from an end client. The Board organizes the RFP’s open questions, which require responses from the Customer’s Knowledge Base. Each individual question within a Board is represented as a Card.

• Card: A discrete unit within a Board that represents an individual question from an RFP. Cards are assigned, answered, and managed independently through the Services, allowing for streamlined collaboration and response generation.

• Confidential Information: Non-public information, in any form or medium, that is disclosed by or on behalf of a party (the “Disclosing Party”) to the other party or its Representatives (the “Receiving Party”) and that (a) is marked or designated as “confidential” or with a similar designation; (b) a reasonable person would understand to be confidential based on the nature of the information or the circumstances of its disclosure or (c) is expressly identified as Confidential Information under these Terms. For the avoidance of doubts, it does not include Anonymized Data, Aggregated Data, or Usage Data, which may be Processed by Trampoline in accordance with these Terms.

• Customer Data: Any and all information, data, materials, works, expressions, or other content that is (a) uploaded, input, or entered into the Subscription Services by or on behalf of Customer or any Authorized User, including for Processing, (b) provided, transferred, or made available to Provider or its Subcontractors or representatives by or on behalf of Customer or any Authorized User, including for Processing by or through the Subscription Services or for developing or creating Deliverables, or (c) collected, downloaded, or otherwise received by Provider or the Subscription Services for or on behalf of Customer or any Authorized User. Except for Aggregated Data, all output, copies, reproductions, improvements, reports, modifications, adaptations, translations, and other derivative works of, based on, derived from, or otherwise using any Customer Data are Customer Data. For the avoidance of doubt, Customer Data includes all AI Customer Inputs, AI Customer Outputs, Usage Data, Aggregated Data, and Personal Data.

• Customer Space: Customer’s customized account in the Subscription Services which contains the Board and the Knowledge Base.

• Documentation: The documentation and other materials made available to Customer by Trampoline in connection with the Services, including technical materials, in any form or media, relating to the Subscription Services and provided or made available by Trampoline, and any updates thereto, provided such updates do not materially diminish or degrade the performance or security of the Services.

• Fees: The Subscription Fees, the Onboarding Fees, the Professional Services Fees, and any fees, costs or expenses indicated in the Order in accordance with the Terms.

• Intended Purposes: The permitted purposes for using the Services include generating responses to Requests for Proposals (“RFPs”) for commercial use, creating and maintaining a Knowledge Base, and providing business intelligence data. The platform is intended for business-to-business use and must not be used for processing Highly Sensitive Data. All use must comply with Applicable Laws and be appropriate for RFP creation, procurement management, and other legitimate business purposes related to procurement, vendor management, and business relations.

• Flexible Subscription: A month-to-month subscription model for the Subscription Services with a renewal Subscription Term corresponding to a month of Subscription Services.

• Highly Sensitive Information: Sensitive information that is not appropriate for the Services, including individual’s government-issued identity numbers (e.g., passport, social security numbers, driver’s license numbers), protected health information, biometric data, confidential government or military data, trade secrets, classified information, or any other data that is subject to heightened legal, regulatory, or contractual protection.

• IP: All intellectual property, including works, inventions (whether patentable or not), discoveries, improvements, trade secrets, know-how, scientific formulas, data, information, images, reports, results, analysis, software, models, research and development information, technical information, prototypes, specifications, patterns, drawings, algorithms, products, compositions, processes and protocols, methods, tests, devices, computer programs, trademarks and any and all proprietary rights provided under patent law, copyright law, trademark law, design patents or industrial design law, a semiconductor chip or mask work law, or any other statutory provision or civil or common law principle applicable to the protection of intangible proprietary information or rights, including trade secret law, which may provide a right in any of the foregoing as well as any and all applications, registrations or other evidence of a right in any of the foregoing.

• Losses: Any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

• Knowledge Base: A database of previously answered Cards, Boards and Customer AI inputs acting as a memory for providing the Services, such as retrieving information.

• Onboarding Services: The onboarding activities and set-up provided by Trampoline to set up the Customer Space, including the Knowledge Base, if applicable, and as designated in an Order.

• Onboarding Fees: The fees payable by the Customer for the Onboarding Services, as indicated in an Order.

• Order: An order, a quote, a purchase order, a change order or a procurement document that indicates the applicable Services, the Subscription Term, and the Fees payable by the Customer for the Services.

• Personal Data: Any data that can identify an individual directly or indirectly and which is collected, used or disclosed on behalf of Customer as part of the Services.

• Processing: The collection, use and disclosure of data, as applicable, and including the hosting of such data.

• Professional Services: Customization and development, including with respect to AI Features, through fine-tuning, grounding or similar methods, consulting, and other services related to the Subscription Services and described in a SOW. Professional Services does not include the Onboarding Services.

• Professional Services Fees: The Fees payable by Customer for any customization, development, consulting, or other Professional Services provided by Trampoline, as specified in an Order. Professional Services Fees are separate from Subscription Fees and Onboarding Fees.

• Trial Period: The period of time indicated in the Order during which Customer will have a limited use and access to the Services. Unless indicated otherwise in an Order, the Trial Period is of 3 months.

• Onboarding Services: The provision of Subscription Services for a limited use and access to the Services, and for the Onboarding Period, as indicated in an Order. Unless indicated otherwise in an Order, the Onboarding Services usage limitations include a maximum of 3 Boards.

• Representatives: A party’s Affiliates, directors, employees, agents, licensors, service providers, officers, and representatives.

• Services: The Onboarding Services, Subscription Services and Professional Services, as applicable.

• Subscription Services: The software-as-a-service offering(s) described in an Order, including any AI Features.

• Subscription Fees: means the fees payable by the Customer for the Managed Services during the Subscription Term, as set forth in the Agreement.

• Subscription Term: The period during which the Services will be provided or made available to Customer, as indicated in the Order.

• Third-Party Services: Any integration partners, third-party applications, technologies, or services, including Customer’s IT systems, vendors, and partners.

• Usage Data: Any and all information reflecting the access or use of the Subscription Services by or on behalf of Customer or any Authorized User, including any end-user profile-, visit-, session-, impression, click through-, or clickstream data, and any statistical or other analysis, information, or data based on or derived from any of the foregoing/technical information and metrics about Customer’s and its Authorized User’s access to or use of the Subscription Services.

2. ONBOARDING SERVICES

1. Onboarding Period & Purpose. If specified in an Order, the Customer may access and use the Onboarding Services for the duration of the Onboarding Period. The Onboarding Services are provided solely for evaluation and testing purposes, and the Customer may only use them to assess their suitability for the Customer’s business needs. Onboarding Services may include limited functionality, usage restrictions, or other limitations as determined by Trampoline at its sole discretion. After the end of your Trial Period, we will delete your data within 90 days, and we will have no obligation to keep your data after this delay if you do not activate your Services.

2. Support & Disclaimer. During the Onboarding Period, Trampoline may provide technical support and maintenance on a best-effort basis. Notwithstanding anything to the contrary, Trial Services are provided “as is,” “where is,” and “as available,” without any warranties or guarantees, express, implied, statutory, or otherwise. Trampoline and its Representatives make no representations or warranties regarding the performance, availability, reliability, or security of the Onboarding Services. The Onboarding Services may contain bugs, errors, or limited functionalities and may be interrupted, suspended, or discontinued at any time, with or without notice. Any interface, information, or content accessed or used within the Onboarding Services constitutes Confidential Information of Trampoline.

3. Expiration & Transition to Subscription. Unless Customer provides Trampoline with written notice of its intent not to continue at least 5 days before the end of the Onboarding Period, or unless Customer requests the creation of a new Board beyond what is included in the Onboarding Services, the following will apply upon expiration of the Trial Period:

1. Automatic Transition: Customer will be invoiced for the Subscription Services in accordance with the Subscription Term specified in the Order or, if agreed upon, under a Flexible Subscription.

2. Data & Configuration Handling: Any data, configurations, or settings associated with the Customer Account may be permanently deleted unless the Customer transitions to a paid Subscription Service before the end of the Onboarding Period.

3. Additional Training & Onboarding: To receive further onboarding or training following the Trial Period, the user must purchase Professional Services or Onboarding Services as indicated in an Order.

3. PROVISION OF THE SERVICES

1. Procurement. Subject to the payment of Fees, during the Subscription Term, if applicable, Trampoline will provide the Services as described in an Order. The Services are subject to the usage limits set forth in the Order, including, for the Subscription Services, the number of Boards included. During the Subscription Term, the Customer may purchase additional Board at the then-current market price or as indicated in the Order. Boards must be used within 12 months or before the end of the Subscription Term. Boards that are no longer active are archived based on our policy but will remain accessible to you for reference for the duration of the Subscription Term for as long as they are not deleted.

2. Professional Services. Customers may request Professional Services from time to time in an Order, in which case, each Order shall be subject to the then-current Terms. If the Order includes hourly rates for Professional Services, Trampoline may adjust these rates once per calendar year by written notice 30 days before such rates take effect. Any rate adjustments will apply only to new Professional Services engagements initiated after the effective date of the adjustment and will not affect ongoing work or previously agreed-upon Orders.

3. Authorized Affiliates. Customer may authorize its Affiliates to access and use the Services if indicated in the applicable Order. The following conditions apply:

• Customer will designate and maintain a single central point of contact for all matters related to the Services, including communications, support and account management on behalf of its Affiliates.
• All Fees incurred by Affiliates will be consolidated under a single billing account managed by the Customer, as identified in the Order. The customer remains solely responsible for the full and timely payment of all Fees, including those incurred by its Affiliates.
• Each Affiliate’s access and use of the Services will be subject to the same terms, restrictions, and limitations shared with the Customer. If the Customer has reached the maximum number of Boards, more Boards must be procured for Affiliates. The customer is responsible for ensuring that Affiliates comply with these Terms.
• Any breach of the Terms by an Affiliate will be deemed a breach by the Customer. Trampoline reserves the right to suspend or terminate an Affiliate’s access to the Services independently of Customer if the Affiliate is in breach of these Terms. Such suspension or termination will not affect Customer’s obligations under the Terms, including payment obligations.

1. Provisioning: Customer is responsible for provisioning end users’ access to and configuring the Services. Trampoline is not responsible for end users’ failure to protect the confidentiality of their credentials. The customer will promptly suspend access to compromised accounts and inform Trampoline of such compromission.

2. Onboarding Services: The Onboarding Services is optional and subject to Onboarding Fees. If you do not elect to use Onboarding Services, you are responsible for setting up your Customer Space, including the Knowledge Base.

3. Maintenance & Support. During the Subscription Term, Trampoline shall provide technical support and maintenance services to the Customer based on the best effort basis. Trampoline makes no guarantee that the Services will be uninterrupted or error-free and expressly disclaims liability for any delays, disruptions, or loss of data resulting from unplanned outages, except as expressly set forth in the Maintenance and Technical Support Policy.

4. ACCEPTABLE USE POLICY

1. Authorized Users and Use Restrictions. Customer and its Authorized Users may access and use the Services solely for the Intended Purpose, in compliance with these Terms and all Applicable Laws. Customer will not permit any third-party to access and use the Services except as expressly permitted herein.

2. Prohibited Activities. Customer will not, and will not allow Authorized Users to:

1. Resell or Distribute: Resell, sublicense, transfer, monetize, distribute, or make available the Customer AI Outputs or any part of the Services to any third party, except as necessary for the Intended Purpose (e.g., responding to an RFP).

2. Unauthorized Access: Attempt to gain unauthorized access to the Services, including bypassing or circumventing technical restrictions, access controls, or rate limits.

3. Reverse Engineering: Modify, decompile, disassemble, decrypt, seek to reverse engineer, or attempt to derive or reconstruct the Services or any underlying technology.

4. Security Violations: Introduce viruses, worms, malware, or other harmful code; scan, probe, or exploit vulnerabilities; or take any action that disrupts, damages, or impairs the integrity, availability, or security of the Services.

5. Excessive Use: Engage in abnormal or excessive use of the Services, including automated, constant, and repeated requests that overload servers, disrupt functionality, or degrade performance (e.g., denial-of-service or distributed denial-of-service attacks).

6. Unauthorized Data Collection: Use automated tools such as bots, scrapers, or crawlers to extract, harvest, or aggregate data from the Services, except as expressly permitted for the Intended Purpose.

7. Illegal or Harmful Use: Use the Services in any manner that violates Applicable Laws, infringes third-party Intellectual Property or privacy rights, or facilitates fraudulent, deceptive, harmful, threatening, or abusive activity.

8. Unauthorized Sharing: Share login credentials or grant unauthorized third parties access to the Services, including through time-sharing, service bureaus, or any other means.

3. Restrictions on Customer AI Inputs

1. Lawful Use Only: Customer represents and warrants that all AI Customer Inputs comply with Applicable Laws and do not infringe third-party IP, confidentiality, or privacy rights.

2. No Highly Sensitive Information: The Services is not designed to process Highly Sensitive Information, including trade secrets, government-issued identifiers, or protected health data. The customer assumes all risks for any disclosure of such information.

3. Consent & Authorization: The customer is responsible for obtaining all necessary rights, authorizations, and consents before submitting AI Customer Inputs for Processing through the Services.

4. Benchmarking and Competitive Analysis. Customer shall not conduct or permit any benchmarking, performance testing, or competitive analysis of the Services without Trampoline’s prior written consent. Additionally, Customer shall not publicly disparage, criticize, or defame Trampoline or its Representatives in a manner that could harm its business or reputation.

5. TRADE SECRETS. THE CUSTOMER UNDERSTANDS THAT THE SERVICES IS NOT INTENDED FOR PROCESSING TRADE SECRETS OR COMMERCIALLY SENSITIVE INFORMATION. THE CUSTOMER AGREES THAT ANY DISCLOSURE OF SUCH INFORMATION THROUGH AI CUSTOMER INPUTS IS AT THE CUSTOMER’S SOLE RISK. TRAMPOLINE EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY LOSSES RELATING TO THE PROCESSING OF TRADE SECRETS THROUGH THE SERVICES.

6. Monitoring & Enforcement.

1. Service Monitoring. Trampoline reserves the right, but is not obligated, to monitor Customer’s use of the Services to ensure compliance with these Terms. Trampoline does not review or validate AI Customer Inputs. The customer is solely responsible for ensuring compliance with these Terms.

2. Violations & Suspension. If Trampoline determines, in its sole discretion, that Customer’s use of the Services violates these Terms, Trampoline may take immediate action, including restricting or suspending access, with or without notice. Any such suspension shall be limited to the minimum extent necessary to mitigate risks or violations.

5. IP & LICENSING

1. Customer Data: Except as expressly stated in these Terms, Customer retains all rights, title, and interest in and to Customer Data, including AI Customer Inputs and AI Customer Outputs.

2. Services & Trampoline IP: Trampoline and its Affiliates retain all rights, title, and interest in and to:

1. The Services, including all software, features, and functionalities of the Subscription Services and any underlying AI Technology;

2. All Aggregated Data and Usage Data generated through Customer’s use of the Services and;

3. Any enhancements, improvements, modifications, or derivative works of the Services, regardless of whether they are based on the Customer’s feedback, usage, or suggestions.

3. License Grant to Customer. Trampoline hereby grants to Customer and its Affiliates (if indicated in an Order), exercisable by and through their Authorized Users during the Subscription Term, a non-exclusive and transferable (as permitted in the Terms):

1. Right to access and use the Subscription Services for the Intended Purposes, including for submitted AI Customer Input to and receiving AI Customer Output from the AI Features and otherwise Processing Customer Data.

2. Access and use the Subscription Services for non-production activities necessary for effective use (e.g., analysis, development, testing, integration, maintenance, training, support, and repair), provided such access does not count toward usage limits unless explicitly stated in the Order.

3. Access and use APIs as set forth in the applicable Order or the Documentation.

4. License Grant to Trampoline. During the Subscription Term, Customer grants Trampoline a limited, non-exclusive, non-transferable (except as permitted under these Terms) and revocable license to (a) Process Customer Data, including AI Customer Inputs to provide the Services; (b) to generate Anonymized Data and Aggregated Data, in accordance with the DPA; (c) to use Anonymized Data for internal analytics, improve the Services, including, training the AI Technology and developing new features, provided such activities comply with the DPA and (d) retain backup copies of Customer Ata as part of routine maintenance and disaster recovery. Customer represents and warrants that it has obtained all necessary rights, consents, and authorizations to grant the licenses set forth in this Section 5

5. Feedback: Trampoline will be the sole owner of any suggestions, enhancement requests, recommendations or other feedback provided by Customer to Trampoline, to the extent that they relate to the Trampoline Platform (“Feedback”). Customer hereby assigns to Trampoline all its rights, titles, and interests therein and waives any non-assignable moral right therein, Trampoline accepting such assignment and waiver.  

6. CONFIDENTIAL INFORMATION

1. Exclusions: Confidential Information does not include information which the Receiving Party can demonstrate: (a) was publicly available at the time of disclosure or later becomes publicly available through no fault of the Receiving Party or (b) was lawfully obtained from an independent third party without confidentiality obligations, or (c) was independently developed by the Receiving Party without reference to or reliance on the Disclosing Party’s Confidential Information.

2. Obligations: The Receiving Party may not use or disclose the Disclosing Party’s Confidential Information, except (a) as reasonably required to provide the Services and execute its obligations pursuant to the Terms; (b) to comply with Applicable Laws, and (c) to obtain professional advice, such as from a financial or legal counsel. Each recipient will be under a confidentiality agreement substantially similar to the one contained herein or a similar legal obligation.

3. Legal Disclosure:  If disclosure of Confidential Information is required by Applicable Laws, legal process, or government order, the Receiving Party must: (a) provide prior written notice to the Disclosing Party, unless prohibited by law; (b) limit disclosure to the minimum necessary to comply with the legal requirement; and (c) provide reasonable assistance, at the Disclosing Party’s expense, in seeking a protective order or other confidentiality protections.

4. Customer Data. Customer Data, including Personal Data, will be Processed in accordance with the Data Processing Agreement (DPA), available at the following URL as modified from time to time in accordance with the Terms. The DPA is incorporated by reference into these Terms.

5. Deletion: Upon the termination or expiration of the Terms, for any reason, the Receiving Party will securely destroy the Disclosing Party’s Confidential Information. Customer Data, consisting of the Cards, will be returned in accordance with the Documentation upon Customer’s request. Notwithstanding the foregoing, the Receiving Party may keep copies of Confidential Information if required to comply with Applicable Laws or their administration and as part of reasonable and encrypted backups for business continuity purposes.

7.  FEES, TAXES

1. General. The customer will pay for the Fees and any other amounts owing under the Terms as specified in the Order. All Fees are in USD unless indicated otherwise. The customer will pay for all taxes which Trampoline is required to collect pursuant to Applicable Laws. Unless specifically agreed otherwise in the Terms, the Fees, including any Onboarding Fees, Professional Services Fees and Subscription Fees, are non-reimbursable and non-cancellable. Customers may not withhold, offset, or deduct any amounts from the Fees due to Trampoline, including for any alleged claims.

2. Payment Terms: Unless otherwise specified in such Order, Customer will pay all fees within 30 days of the receipt of an invoice. If the fees are not paid within this delay, the interest of 1.5% monthly (or 18% annually) will be applied to any overdue fees, until the payment of such fees and corresponding interests.

3. Suspension: If the Fees are not paid by the due date, and following a prior notice to this effect in writing to Customer, we reserve the right to suspend your right to access and use part or all the Services until reception of the payment for the Fees overdue, and the corresponding interests. We also reserve the right to terminate the Terms, and any Services, if the payment is more than 120 days late. If we terminate due to your non-payment, we will not be reimbursing you for any Subscription Fees paid in advance. We have the right to set off, offset, or deduct any amounts in relation to these Terms to ensure the full payment of our Fees.

4. Collection: If Customer does not pay the Fees for a period of 90 days, upon receiving a notice to this effect by Trampoline, Customer will reimburse any costs and expenses (including but not limited to reasonable attorneys’ fees) incurred by Trampoline to collect any undisputed amount that is not paid when due.

5. Dispute: If Customer disputes, in good faith, any portion of an invoice, Customer will provide a written notice to Trampoline within 30 days from the invoice date, specifying the nature and amount of the dispute. The customer will pay any undisputed portion of the invoice. The parties will work together in good faith to resolve the dispute within 30 days from the date of the written notice. If the parties are unable to resolve the dispute within the specified period, each party reserves the right to exercise any remedies available under the Terms or applicable law.

6. Taxes: All Fees and other amounts payable by Customer under the Terms are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Trampoline’s income.

7. Renewal: Except for Flexible Subscriptions, the Subscription Services renew automatically for a subsequent Subscription Term of the same length unless either party indicates that it does not intend to renew at least 15 days before the end of the then-current Subscription Term. Trampoline reserves the right to adjust the Subscription Fees applicable to the subsequent Subscription Term. Any changes to the Subscription Fees will be communicated to the Customer in writing at least 60 days before the end of the then-current Subscription Term. If Customer does not agree to the adjusted fees, Customer may elect not to renew the Subscription Term by providing written notice of non-renewal at least 15 days before the end of the then-current Subscription Term.

8. Flexible Subscriptions:

1. Subscription Fees for Flexible Subscriptions are paid in advance for each Billing Cycle, which corresponds to a calendar month. The Subscription Term automatically renews at the same price at the start of each Billing Cycle unless Trampoline provides at least 15 days prior written notice of a price adjustment.

2. The customer may terminate the Subscription Services at any time through the Customer Space by providing at least 15 days prior notice before the next Billing Cycle. If termination is not requested within this timeframe, the Subscription will automatically renew, and the customer will be charged for the subsequent Billing Cycle. If you decide to terminate your Flexibility Subscription, we will keep your data for up to 90 days, after which we have no obligation to keep your data longer.

3. Subscription Fees for Flexible Subscriptions are strictly non-refundable, regardless of the reason for termination, non-use, or any other circumstances.

4. By providing payment details, Customer expressly consents to automatic recurring billing for Subscription Fees unless terminated in accordance with these Terms. The customer remains responsible for ensuring valid and up-to-date payment details. Trampoline reserves the right to charge late fees or suspend access to the Services for failed or declined transactions until full payment is received.

8. REPRESENTATIONS AND WARRANTIES

1. Mutual: Each party represents and warrants to the other that (a) the Terms have been duly executed and delivered and constitute a valid and binding agreement enforceable against such party in accordance with its terms, and (b) no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of Terms.

2. Trampoline: We represent and warrant that the Services will be performed in a professional manner, in accordance with the Documentation. Trampoline will use commercially reasonable efforts to maintain the security of Customer Data in accordance with industry standards and its DPA.

3. AI Customer Inputs. Customer represents and warrants that (a) it has all necessary rights, licenses, and permissions to provide AI Customer Inputs and to allow Trampoline to Process them under these Terms, including to provide the Services; (b) AI Customer Inputs do not infringe, misappropriate, or violate third-party rights, including IP, confidentiality or privacy rights; (c) AI Customer Inputs comply with Applicable Laws, and contractual obligations to which Customer is subject and (d) it has obtained all necessary consents for Processing any Personal Data contained within AI Customer Inputs, or it has a lawful basis justifying the Processing under Applicable Laws.  

4. Export Control & Sanction Compliance. The customer acknowledges that the Services and any associated AI Technology may be subject to export controls, laws and sanctions. The customer represents and warrants that:

1. It is not located in, nor acting on behalf of, any entity or individual located in a sanctioned country or designated on any government watch list (e.g., U.S. Office of Foreign Assets Control (OFAC) Specially Designated Nationals (SDN) List, European Union sanctions list, or similar lists);)

2. It will not access, use, export, re-export, or otherwise transfer the Services, software, or any AI-generated content in violation of Applicable Export Control Laws and

3. it will not use the Services to store, process, or transfer controlled data, such as military-grade encryption, classified information, or dual-use technology subject to international restrictions.

9. INDEMNITY

1. By Customer. Customer agrees to indemnify, defend, and hold harmless Trampoline and its Representatives from and against any and all Losses (including reasonable attorneys’ fees) arising out of or related to: 

1. Customer’s use of the Services in violation of the Terms, including by submitting AI Customer Inputs in violation of the Terms;

2. Any claims that the Customer AI Inputs or the Customer AI Outputs infringe or misappropriate third-party IP rights or confidentiality obligations.

3. Customer’s failure to obtain necessary rights, consents, or authorizations to provide AI Customer Inputs for Processing;

4. Any regulatory or legal violation resulting from Customer’s use of AI Customer Inputs or AI Customer Outputs, including any fines, and;

5. Any dispute between a Customer and a third party arising from the use or disclosure of AI Customer Inputs.

2. Procedure. Trampoline will provide Customer with prompt written notice of any indemnifiable Losses and will reasonably cooperate in the defense at Customer’s expense. The customer will not settle any indemnification claim without Trampoline’s prior written consent, which shall not be unreasonably withheld.

10. LIMITATION OF LIABILITY

1. Indirect Damages: Neither party will be liable to the other party for consequential, incidental, special, indirect or exemplary damages, including by not limited to any loss of profits, business contracts, anticipated savings, goodwill, data, productivity or revenue, or any wasted expenditure, in each case arising out of or related to the subject matter of the Terms, even if apprised of the likelihood of such damages occurring.

2. Limitation of Liability: Except for an indemnification claim pursuant to Section 9 (the “Excluded Claims”), to the greatest extent permitted under Applicable Law, neither Trampoline nor the Customer shall be liable to the other or their Representatives for damages exceeding the fees paid or payable by Customer for the Services in the last 12 months, as set forth in an Order. Notwithstanding the foregoing, each party’s liability for the Excluded Claims shall be limited to twice the Fees paid or payable by Customer for the Services in the last 12 months, as set forth in an Order.

3. Risk Allocation: These Terms reflect the allocation of risks between the parties, as represented in the Fees. Each provision limiting liability, disclaiming warranties, or excluding damages is severable and operates independently from the others. The limitations set forth in Section 9 do not apply to bodily harm, or to other matters for which a party cannot exclude its liability under Applicable Laws.

11. DISCLAIMERS

1. WARRANTIES: NOTWITHSTANDING ANYTHING TO THE CONTRARY, AND EXCEPT AS EXPRESSLY SET FORTH IN THE TERMS, THE SERVICES AND ANY RELATED MATERIAL, INFORMATION OR DOCUMENTATION IS PROVIDED “AS IS,” “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRAMPOLINE AND ITS REPRESENTATIVES DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. EXCEPT AS SET FORTH IN THE TERMS, TRAMPOLINE DOES NOT WARRANT THAT: (A) THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, (B) AI CUSTOMER OUTPUTS WILL BE ACCURATE, RELIABLE OR SUITABLE FOR ANY PARTICULAR PURPOSES OR (C) ANY DEFECTS IN THE SERVICES WILL BE CORRECTED.

2. CUSTOMER AI OUTPUTS. NOTWITHSTANDING ANYTHING TO THE CONTRARY, CUSTOMER ACKNOWLEDGES THAT (A) TRAMPOLINE IS NOT RESPONSIBLE FOR INCOMPLETE, INCORRECT, OR MISLEADING AI CUSTOMER INPUTS AND (B) THE QUALITY, ACCURACY, COMPLETENESS, AND RELIABILITY OF AI CUSTOMER OUTPUTS DEPEND ENTIRELY ON THE AI CUSTOMER INPUTS PROVIDED. TRAMPOLINE MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, RELIABILITY, LEGALITY, OR SUITABILITY OF ANY AI CUSTOMER OUTPUTS FOR ANY SPECIFIC PURPOSE. CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING, VERIFYING, AND VALIDATING ALL AI CUSTOMER OUTPUTS BEFORE USE, ENSURING THEIR ACCURACY, APPROPRIATENESS, AND COMPLIANCE WITH APPLICABLE LAWS AND REQUIREMENTS. TRAMPOLINE DISCLAIMS ALL LIABILITY FOR ANY LOSSES ARISING FROM THE CUSTOMER’S RELIANCE ON AI CUSTOMER OUTPUTS, AND THE CUSTOMER ASSUMES FULL RESPONSIBILITY FOR ANY USE OR DISTRIBUTION OF SUCH OUTPUTS.

3. Third-Party Services: Trampoline makes no warranties or guarantees regarding the compatibility, availability, performance, or reliability of Third-Party Services, including integration. Customer acknowledges that any decision to use or interface with Third-Party Services is made independently and at the Customer’s own risk. Trampoline does not endorse, support, or assume responsibility for Third-Party Services, including their security, data handling, or compliance with Applicable Laws and regulations. It is solely the Customer’s responsibility to perform due diligence and verify the suitability, security, and legal compliance of any Third-Party Services for their intended use, including any data transfers to or from such Services. Trampoline will not be liable for any issues, damages, or losses arising from Customer’s use of Third-Party Services or any incompatibility between such Third Party Services and our Services.

12. TERMINATION; SUSPENSION

1. Termination for Convenience.

1. Either party may terminate an Order for convenience upon 15 days’ prior written notice to the other party.

2. If Customer terminates for convenience, all Fees due until the end of the then-current Subscription Term, and any other Fees due pursuant to an Order Form, even if the Services were not performed, will become immediately payable and may be invoiced by Trampoline.

3. If Trampoline terminates for convenience, Trampoline will reimburse Customer for any Fees paid in advance for Services not yet rendered as of the termination date.

2. Termination for Cause: Either party may terminate an Order in the event of a material breach by the other party that has not been cured within 30 days of receiving written notice of such breach from the non-breaching party. Notwithstanding the foregoing, either party may terminate an Order immediately upon written notice to the other party if the other party: (a) commits a material breach of the Terms that is incapable of being cured, or (b) commits a material breach that cannot reasonably be cured within the 30-day notice period.

3. Bankruptcy: Either party may terminate the Terms immediately upon written notice to the other party if the other party: (a) becomes insolvent or is unable to pay its debts as they become due; (b) files a petition for bankruptcy, reorganization, or similar proceeding, or such a petition is filed against it and not dismissed within 90 days; (c) discontinues its business operations; or (d) has a receiver appointed or makes an assignment for the benefit of its creditors.

4. Suspension Trampoline may suspend Customer’s access to the Services, in whole or in part, with or without notice, including if:

1. Trampoline determines, in its sole discretion, that Customer’s use of the Services presents a security risk or could disrupt the integrity, security, or performance of the Services;

2. The customer violates Section 4 (Acceptable Use Policy), including unauthorized access, data scraping, or prohibited activities;

3. Trampoline is required to suspend Services to comply with Applicable Laws, regulatory requirements, or a governmental order.

5. Effects of Termination.

1. Effects. Upon termination of these Terms or an Order, Customer’s access to the Services will immediately cease, and Trampoline will have no further obligation to provide the Services. Unless otherwise specified in an Order, Customer Data may be retained for up to 90 days following termination, after which Trampoline may permanently delete such data without liability.

2. Reactivation Fees. If the Customer wishes to reactivate its account after termination, Trampoline may, at its discretion, charge a reactivation fee in addition to requiring payment of any outstanding Fees.

3. If termination is due to Trampoline’s material breach, the Customer will only be liable for Fees incurred up to the termination date. If termination is due to Customer’s material breach, all outstanding Fees for the remainder of the then-current Subscription Term, or otherwise pursuant an Order, will become immediately due and payable.

4. For Flexible Subscriptions, termination by Customer will take effect at the end of the current Billing Cycle, with no refunds for prepaid Fees, while termination by Trampoline for convenience will result in a prorated refund for unused Services.

6. Survival. Any provision of these Terms that, by its nature, should survive termination will continue in full force and effect, including but not limited to provisions regarding intellectual property, confidentiality, Fees, indemnification, limitations of liability, and dispute resolution. The customer remains responsible for all Fees incurred before the termination date, and Trampoline’s rights to enforce payment obligations, recover damages, or seek injunctive relief will survive termination.

13. GENERAL PROVISIONS

1. Conflict: In the event of any conflict between the provisions of these Terms, the Commercial Terms shall prevail unless expressly stated otherwise within the conflicting terms.

2. Governing Laws & Jurisdiction: These Terms are governed by the laws applicable to the Customer’s jurisdiction. If the Customer is in Quebec, Canada, the Terms shall be governed by the laws of the Province of Quebec and the applicable federal laws of Canada, and the parties agree to submit to the exclusive jurisdiction of the courts located in the judicial district of Montréal, Quebec. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from application to these Terms.

3. Entire Agreement: These Terms constitute the entire agreement between the parties regarding the subject matter herein, superseding all prior agreements, understandings, or discussions. No implied terms, conditions, commitments, or warranties exist unless expressly set forth in these Terms.

4. Waiver: No waiver, course of dealing, or prior conduct shall modify, interpret, supplement, or alter the Terms. If any provision of these Terms is found to be unlawful or unenforceable by judicial interpretation, it shall be deemed ineffective to the extent of such prohibition without materially adversely affecting the remaining provisions or the rights and obligations of either party.

5. Partnership: These Terms do not create a partnership, joint venture, or other similar relationship between the parties. Neither party is authorized to assume or create any obligation on behalf of the other party.

6. Changes: Trampoline reserves the right to modify the Terms from time to time. Before making any changes, we will let you know at least 15 days in advance. If you don’t agree with the changes, you can object by submitting commercially reasonable explanations and we will discuss in good faith with you. If we cannot agree on a common business solution, you may terminate the Terms and we will reimburse you for any Subscription Fees for Services that have not been rendered as of the termination date. We can also make changes to our Services at our sole discretion, except if such changes result in adverse material security or performance risks.

7. Force Majeure: Except regarding a payment obligation, neither party will be liable for any failure or delay in performing its obligations under the Terms due to circumstances beyond its reasonable control, including, but not limited to, acts of God, distributed denial-of-service attacks, zero-day exploits, natural disasters, pandemics, war, terrorism, civil unrest, labour disputes, or any other extraordinary events or circumstances. The affected party will promptly notify the other party and make efforts to mitigate the impact of such an event on the other party. If the force majeure continues for more than 30 days, either party may terminate the Terms without any liability or further obligation to the other party, except for any accrued but unpaid Fees due at the date of termination. Except for Flexible Subscription, Trampoline will reverse the Fees for the Services not rendered after the termination date.

8. Assignment: Neither party may assign part or all of the Terms without the prior written consent of the other, provided that either party may, in case of a sale of all or parts of its assets or a merger and acquisition or restructuring of its business, assign the Terms to a successor in interest or an Affiliate, upon written notice to the other party.

9. Notices: Any notice required under the Terms will be in writing and will be deemed to have been duly given (a) when delivered in person; (b) when sent by confirmed email or electronic messages or (c) when sent by registered or certified mail, postage prepaid, return receipt requested, addressed to the parties at the addresses set forth in the Order, or in the case of Trampoline, at legal@trampoline.ai. Notice will be deemed effective upon receipt.