Last updated: August 17, 2026
This Enterprise Agreement ("Agreement") is entered into between Trulay, Inc. ("Provider") and the entity identified in an applicable Order Form ("Customer"). This Agreement is effective as of the date of the first Order Form executed under this Agreement ("Effective Date").
Provider and Customer may be referred to herein individually as a "Party" and collectively as the "Parties."
As used in this Agreement, the following terms have the meanings set forth below:
The following documents govern this Agreement, in order of precedence: (a) any amendment to this Agreement signed by both Parties; (b) the applicable Order Form(s); (c) this Agreement. In the event of a conflict between this Agreement and an Order Form, the Order Form shall control only with respect to the specific Services, pricing, and support levels specified therein, and this Agreement shall control with respect to all other matters.
The following documents are incorporated into and form part of this Agreement:
Provider may amend the Privacy Policy, Cookie Policy, Security Policy, and SLA from time to time by posting the updated versions on its website and providing prior notice to Customer. Material changes to these documents will take effect 30 days after notice. If Customer does not agree to any material change, Customer may terminate the affected Services with 30 days' written notice. Nothing in this Section 3.3 shall be construed to limit either Party's obligation to modify this Agreement in accordance with Section 18.
Subject to the terms and conditions of this Agreement, Provider shall make the Services available to Customer during the Subscription Term in accordance with the Documentation and the applicable Order Form or Service Level Agreement.
The Services include a unified communication platform that provides messaging (SMS, MMS, WhatsApp, RCS, email), voice, video, identity verification, fraud detection, analytics, automation, and infrastructure capabilities. The specific features, limitations, and service levels are described in the Documentation and the applicable Order Form.
Provider may, at its sole discretion, modify, suspend, or discontinue any portion of the Services at any time, with or without cause, and with or without notice. Provider shall use commercially reasonable efforts to provide at least 60 days' prior notice of any material modification that would adversely affect Customer's use of the Services. Customer's continued use of the Services after the effective date of any modification constitutes acceptance of the modified Services.
Provider may make beta, preview, or early access features available to Customer ("Beta Features") identified as such. Beta Features are provided "as is" and "as available" without warranty of any kind. Customer acknowledges that Beta Features may contain bugs, errors, or other defects and may not be fully functional. Provider may discontinue Beta Features at any time without notice or liability.
The Services shall be provided in accordance with the Service Level Agreement applicable to Customer's plan, as described in Section 8 and the applicable Order Form. The Service Levels are Customer's sole and exclusive remedy for any service failures.
Customer acknowledges that the Services depend on third-party infrastructure, including telecommunications carriers, messaging platforms, cloud providers, and internet service providers. Provider shall use commercially reasonable efforts to monitor and maintain service quality but is not responsible for failures or outages caused by third parties beyond Provider's reasonable control.
Customer shall:
Customer must not use the Services to:
Customer acknowledges that the use of telecommunications and messaging services is subject to a complex and evolving body of laws and regulations, including but not limited to:
Customer is solely responsible for determining which laws and regulations apply to its use of the Services and for ensuring compliance with those laws and regulations.
Customer agrees to defend, indemnify, and hold harmless Provider from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer's breach of this Agreement or violation of applicable law; (b) Customer's Content or Customer Data; (c) Customer's use of the Services in violation of these Terms; (d) Customer's failure to obtain necessary consents from End Users; (e) any claim that Customer Data or Content infringes or misappropriates any third-party Intellectual Property Rights; or (f) any claim arising from Customer's negligent or willful acts or omissions in connection with the Services.
Customer shall pay the Fees specified in the applicable Order Form. All Fees are non-refundable. Provider reserves the right to change Fees with 30 days' prior written notice to Customer. Fee changes shall take effect at the start of the next Billing Cycle following the notice period. If Customer does not agree to a Fee change, Customer may terminate the affected Order Form with 30 days' written notice prior to the effective date of the change; however, Customer shall remain liable for all Fees incurred through the effective date of termination.
Fees will be invoiced in advance on a monthly or annual basis as specified in the Order Form, or in arrears based on actual usage, as applicable. Additional charges for usage exceeding prepaid credits or committed usage tiers will be billed monthly.
Payment is due within 30 days of the invoice date, unless otherwise specified in the Order Form. Provider will charge all amounts to the payment method designated by Customer. Customer authorizes Provider to charge the designated payment method for all outstanding amounts.
Late payments will incur interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is less), calculated from the due date until paid. Provider may suspend or restrict access to the Services for non-payment without prejudice to its other remedies.
All Fees are exclusive of all taxes, duties, levies, and similar assessments. Customer is responsible for paying all taxes, duties, or governmental charges imposed on or arising from this Agreement or the Services, except for taxes based on Provider's net income. If Customer is required to withhold taxes, Customer shall gross up payments so that Provider receives the full amount of the invoice.
Customer shall maintain complete and accurate records of its use of the Services and payment of Fees. Provider may, upon 15 days' prior written notice, audit Customer's records to verify compliance with the usage limits and payment terms. If any discrepancy is found, Customer shall promptly pay the due amount plus interest at the rate specified in Section 6.4. If the discrepancy exceeds 5% of the amounts paid during the audit period, Customer shall also reimburse Provider for the reasonable cost of the audit, including attorneys' fees.
Customer shall not set off, withhold, or deduct any amounts owed to Provider under this Agreement against any amounts owed by Provider to Customer, except as expressly permitted herein.
Provider retains all right, title, and interest in and to the Services, Documentation, software, APIs, SDKs, and all related Intellectual Property Rights. Nothing in this Agreement grants Customer any rights to Provider's Intellectual Property, except the limited license to use the Services as set forth herein.
Customer retains all right, title, and interest in and to Customer Data and any pre-existing Intellectual Property. This Agreement does not grant Provider any rights to Customer's Intellectual Property except as necessary to provide the Services.
Customer may not use Provider's trademarks, trade names, logos, or other branding ("Provider Marks") without Provider's prior written consent. Provider may use Customer's name and logo to identify Customer as a user of the Services in its marketing and customer lists, unless Customer opts out in writing.
If Customer or its Authorized Users provide Feedback to Provider, Customer grants Provider a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up, transferable, and sublicensable license to use, reproduce, modify, display, publish, and distribute such Feedback for any lawful purpose. Customer further agrees to execute any documents reasonably requested by Provider to perfect such rights.
Provider may provide or use open source software as part of the Services. Such open source software is subject to the terms of the applicable open source licenses, which are available upon request from Provider.
Provider shall use commercially reasonable efforts to maintain the availability of the Hosted Services at 99.9% ("Uptime Commitment") during any calendar month, excluding scheduled maintenance, Force Majeure Events, and SLA Exclusions. Customer's support tier determines the service levels and response times applicable to Support Services.
If Provider fails to meet the Uptime Commitment in any calendar month, Customer shall be entitled to a Service Credit calculated as follows:
| Uptime Percentage | Service Credit (% of Monthly Fee) |
|---|---|
| 99.0% – 99.9% | 5% |
| 98.0% – 99.0% | 10% |
| 95.0% – 98.0% | 15% |
| Below 95.0% | 20% |
Service Credits shall be Customer's sole and exclusive remedy for any failure to meet the Uptime Commitment and are calculated based on the affected Services only. Service Credits shall not exceed 20% of the monthly Fees for the affected Services in any calendar month. Service Credits have no cash value and may not be applied against past-due amounts or refunded in cash.
To receive a Service Credit, Customer must submit a claim to Provider within 15 days of the end of the calendar month in which the service failure occurred. Claims must include the customer account ID, the date and time of the service failure, the affected services, and a description of the impact. Claims submitted after the 15-day period shall be waived.
The service levels do not apply to: (a) Customer's breach of this Agreement; (b) Customer's use of non-Provider equipment, software, or services; (c) Force Majeure Events; (d) scheduled maintenance; (e) third-party failures; (f) the beta, preview, or evaluation features; (g) any other exclusions specified in the applicable Order Form or SLA; or (h) service degradation caused by Customer's own infrastructure, networks, or configurations.
Provider targets industry-leading delivery rates for its messaging services. However, delivery rates are dependent on third-party carrier networks and are not guaranteed. Provider shall not be liable for delays or failures in the delivery of messages caused by carrier network congestion, outages, or other factors outside Provider's reasonable control. Any delivery rate targets stated in marketing materials or sales communications are aspirational and do not constitute a contractual commitment.
Provider offers the following levels of Support Services, as specified in the applicable Order Form:
Incidents are classified based on their severity:
Customer shall submit Support Requests through the designated support portal, email address, or phone number specified in the Order Form or Documentation. Each request must include: the customer account ID, a detailed description of the issue, steps to reproduce the issue (if applicable), affected services, impact level, and contact information for follow-up.
Support Services do not include: (a) issues caused by Customer's modifications to the Services not made or approved by Provider; (b) issues caused by third-party hardware, software, or services; (c) issues arising from Customer's failure to implement updates or patches recommended by Provider; (d) issues with Customer-developed integrations or custom code; or (e) Professional Services unless separately purchased.
Provider may offer Professional Services as described in a separate Statement of Work. Professional Services are subject to availability and Provider's standard pricing and terms. Unless otherwise specified in a Statement of Work, Professional Services are billed separately from the Services.
Provider shall perform Professional Services in a professional and workmanlike manner, consistent with industry standards. Provider shall allocate qualified personnel to perform the Professional Services and may use subcontractors at its discretion. Provider shall remain responsible for the performance of any subcontractors.
Customer shall provide timely access to personnel, information, systems, and resources reasonably necessary for Provider to perform the Professional Services. Customer's failure to provide such cooperation may result in delays and additional costs, for which Customer shall be responsible.
Provider shall deliver any work product created specifically for Customer in the performance of Professional Services ("Deliverables") in accordance with the applicable Statement of Work. Upon full payment, Customer shall own the Deliverables, subject to Provider's pre-existing Intellectual Property rights. Provider retains all right, title, and interest in any pre-existing materials, tools, methodologies, and know-how used in creating the Deliverables.
To the extent that Customer or its End Users are subject to the GDPR, the UK GDPR, or similar laws, and Provider processes Personal Data on Customer's behalf, the Parties will enter into a Data Processing Agreement (DPA) that specifies the scope, nature, and purpose of processing activities. The DPA is incorporated into this Agreement by reference and is available upon request from Provider.
Provider implements and maintains appropriate technical and organizational measures to protect Customer Data, including but not limited to: (a) encryption of data in transit using TLS 1.3 or equivalent standards; (b) encryption of data at rest using AES-256 or equivalent standards; (c) strict access controls and identity management; (d) continuous security monitoring and vulnerability management; (e) regular penetration testing and security audits; (f) incident response and business continuity planning; (g) physical security controls for data centers; and (h) employee security and privacy training.
Provider maintains SOC 2 Type II and ISO 27001 certifications for its information security management system. Certificates and audit reports are available to Customer upon request.
Provider shall notify Customer without undue delay, and in any event within 72 hours, after discovering a security incident involving Customer Data. The notification shall include: (a) a description of the nature of the breach; (b) categories and approximate number of affected individuals; (c) contact information for further information; and (d) a description of measures taken or proposed to address the breach. Provider's obligation to notify under this Section is limited to incidents involving Customer Data processed by Provider in its capacity as a data processor. Provider shall not be liable for delays in notification caused by Customer's failure to maintain accurate contact information.
Provider may engage sub-processors to assist in providing the Services. Provider shall maintain a current list of sub-processors, available upon request. Provider shall notify Customer of any new sub-processor at least 30 days before engagement. Customer may object to a new sub-processor on reasonable grounds related to data protection. If Customer objects, the Parties shall discuss the matter in good faith. If the Parties cannot reach a mutually agreeable resolution within 30 days, Customer may terminate the affected Services with 30 days' written notice; however, no refund or credit shall be issued for prepaid but unused Fees.
Customer may select the geographic region for data storage, subject to Provider's then-current offerings. If no region is specified, Provider may store data in any region where Provider operates. Provider shall ensure that international data transfers comply with applicable data protection laws through appropriate safeguards.
Upon termination or expiration of this Agreement, Provider shall, at Customer's written request submitted within 30 days of termination: (a) return all Customer Data in machine-readable format; or (b) securely delete all Customer Data within 30 days of receiving such request, except as required to comply with legal obligations or for legitimate business purposes. Provider shall provide written confirmation of deletion upon request. If Customer fails to submit a written request within 30 days, Provider may delete Customer Data in accordance with its standard data retention policies without further notice or liability.
"Confidential Information" means any non-public information disclosed by one Party to the other Party, either directly or indirectly, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes business plans, financial data, customer lists, technical specifications, product roadmaps, source code, trade secrets, and pricing information.
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was known to the receiving Party prior to disclosure; (c) is independently developed by the receiving Party without reference to the disclosing Party's Confidential Information; (d) is lawfully received from a third party without restriction; or (e) is independently discovered through properly conducted, independent analysis.
Each Party agrees to: (a) hold the other Party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care); (b) not disclose such information to any third party without the disclosing Party's prior written consent; and (c) use such information solely for the purpose of performing or receiving the Services under this Agreement.
A Party may disclose Confidential Information if required by law, provided that the disclosing Party gives prompt written notice to the other Party (to the extent legally permitted) and cooperates with any effort to obtain protective treatment.
The obligations under this Section 12 shall survive termination or expiration of this Agreement for a period of five (5) years, except for trade secrets, which shall be protected indefinitely.
Provider warrants that:
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 13.1, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT.
NEITHER PROVIDER NOR ITS AFFILIATES, LICENSORS, OR SUPPLIERS WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVERS ON WHICH THEY ARE HOSTED ARE FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS. PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER'S SPECIFIC REQUIREMENTS OR THAT THE SERVICES WILL OPERATE IN COMBINATION WITH CUSTOMER'S HARDWARE, SOFTWARE, OR DATA.
CUSTOMER ACKNOWLEDGES THAT THE SERVICES DEPEND ON THIRD-PARTY INFRASTRUCTURE, INCLUDING TELECOMMUNICATIONS CARRIERS AND NETWORK OPERATORS. PROVIDER DISCLAIMS ALL LIABILITY FOR DELAYS, FAILURES, OR NONDELIVERY CAUSED BY THIRD-PARTY INFRASTRUCTURE BEYOND PROVIDER'S REASONABLE CONTROL.
EXCEPT FOR THE TYPES OF LIABILITY SPECIFIED IN SECTION 14.3, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT PAID OR PAYABLE BY CUSTOMER FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, COST OF SUBSTITUTE GOODS OR SERVICES, INVESTMENT LOSSES, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, WHETHER FORESEEABLE OR NOT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY.
The limitations in Sections 14.1 and 14.2 do not apply to: (a) either Party's indemnification obligations under Section 15; (b) either Party's breach of confidentiality obligations under Section 12; (c) Customer's payment obligations under this Agreement; (d) either Party's gross negligence or willful misconduct; or (e) claims arising from a Party's infringement of the other Party's Intellectual Property Rights. Notwithstanding the foregoing, Provider's aggregate liability under this Agreement shall in no event exceed the greater of (i) the amount paid or payable by Customer for the Services during the twenty-four (24) months immediately preceding the event giving rise to the claim, or (ii) the aggregate amount of Service Credits that would have been payable under the SLA during the twelve (12) months immediately preceding the event giving rise to the claim.
Subject to the terms of this Section 15, Provider will defend, indemnify, and hold harmless Customer from and against any third-party claim alleging that the Services, as provided by Provider, infringe a patent issued as of the Effective Date in the United States, or a copyright or trade secret under the laws of the United States, the European Union, or the United Kingdom. Provider's obligations under this Section are contingent upon Customer's: (a) prompt written notification of the claim (within 15 days of becoming aware of the claim); (b) granting sole control of the defense and settlement of the claim to Provider; and (c) reasonable cooperation at Provider's request and expense. Provider shall have no indemnification obligations for any claim arising from: (i) modifications to the Services not made by or on behalf of Provider; (ii) combination of the Services with third-party products, services, or equipment not provided by Provider; (iii) Customer's continued use of the Services after being notified of a potential infringement; (iv) third-party materials or technology provided by Customer; or (v) the Services being used in a manner contrary to the Documentation.
Customer shall defend, indemnify, and hold harmless Provider, its officers, directors, employees, agents, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and costs) arising out of or related to: (a) Customer's breach of this Agreement or violation of applicable law; (b) Customer's Content or Customer Data; (c) Customer's use of the Services in violation of this Agreement; (d) Customer's failure to obtain necessary consents from End Users; (e) any claim that Customer Data or Content infringes or misappropriates any third-party Intellectual Property Rights; (f) any claim arising from Customer's negligent or willful acts or omissions in connection with the Services; or (g) any dispute between Customer and any third party arising from Customer's use of the Services.
If the Services are or, in Provider's opinion, are likely to become the subject of an infringement claim, Provider may, at its sole option and expense: (a) modify the Services to be non-infringing; (b) acquire the rights to continue using the Services; or (c) if neither (a) nor (b) is commercially reasonable, terminate the affected Services and refund Customer a pro-rata portion of prepaid but unused Fees for the affected Services only. This remedy constitutes Customer's sole and exclusive remedy for any infringement claim and is in lieu of any other indemnification obligations of Provider.
This Agreement commences on the Effective Date and continues until terminated by either Party in accordance with this Agreement. The Subscription Term is specified in the applicable Order Form.
Unless either Party provides written notice of non-renewal at least 60 days before the end of the then-current Subscription Term, the Subscription Term shall automatically renew for successive periods of the same length upon the same terms and conditions. All Fees paid for the initial Subscription Term are non-refundable, and all Fees for renewal terms are due in advance.
Either Party may terminate this Agreement or any Order Form immediately upon written notice if the other Party: (a) materially breaches this Agreement and fails to cure such breach within 30 days of receiving written notice; (b) becomes insolvent, files a voluntary petition in bankruptcy, or has an involuntary petition filed against it; or (c) makes an assignment for the benefit of creditors, or ceases to carry on business in the ordinary course.
Either Party may terminate this Agreement for any reason upon 90 days' written notice to the other Party. Upon such termination by Customer, Customer shall pay all Fees incurred through the effective date of termination, and all prepaid Fees are non-refundable. Upon such termination by Provider, Provider shall refund to Customer a pro-rata portion of prepaid but unused Fees for the period following the effective date of termination.
Provider may terminate this Agreement immediately upon written notice if Customer fails to make any payment when due and fails to cure such non-payment within 15 days of receiving written notice. All outstanding fees shall become immediately due and payable upon termination for non-payment.
In addition to its termination rights, Provider may suspend Customer's access to the Services immediately upon written notice if: (a) Customer fails to make payment when due; (b) Customer is in material breach of this Agreement; (c) Provider reasonably determines that Customer's use of the Services poses a security risk to the Services or third parties; or (d) suspension is required by law or regulation. Suspension shall not relieve Customer of its obligation to pay Fees during the suspension period.
Upon termination or expiration of this Agreement for any reason: (a) all rights and licenses granted to Customer hereunder shall immediately cease; (b) Customer must immediately cease all use of the Services and destroy or return all Provider Materials; (c) all outstanding Fees shall become immediately due and payable; (d) Provider shall, at Customer's written request submitted within 30 days of termination, return or delete Customer Data in accordance with Section 11.7; and (e) the following Sections shall survive: 7 (Intellectual Property), 12 (Confidentiality), 13 (Warranties and Disclaimers), 14 (Limitation of Liability), 15 (Indemnification), 16.7 (Effect of Termination), 17 (Governing Law), and 18 (Miscellaneous).
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of laws principles.
The Parties agree to attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement through good-faith negotiations between senior executives of the Parties for a period of at least 30 days.
If the dispute is not resolved through negotiations, the Parties agree to submit the dispute to binding arbitration administered by JAMS (Judicial Arbitration and Mediation Services) under its Comprehensive Arbitration Rules and Procedures, or, if JAMS is unavailable, the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in English, and the seat of arbitration shall be Wilmington, Delaware, or remotely via video conference. The arbitrator's award shall be final and binding, and judgment upon the award may be entered in any court having jurisdiction.
THE PARTIES HEREBY WAIVE ANY RIGHT TO A JURY TRIAL, TO HAVE THE DISPUTE HEARD IN COURT, OR TO PARTICIPATE IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. UNLESS BOTH PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
Notwithstanding anything to the contrary, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of Intellectual Property Rights or Confidential Information.
The Parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware for any action to seek injunctive relief or any other equitable remedy, and hereby submit to the personal jurisdiction of such courts.
This Agreement, together with all Order Forms, Statements of Work, the Privacy Policy, the Cookie Policy, the Data Processing Agreement, and any other documents incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, communications, and representations, whether oral or written.
No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. Provider may amend the Privacy Policy, Cookie Policy, Security Policy, and SLA subject to the terms of Section 3.3.
Neither Party may assign or transfer this Agreement, in whole or in part, without the other Party's prior written consent, except that either Party may assign this Agreement without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the assignee assumes all obligations hereunder.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to make it valid and enforceable while preserving its original intent.
No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise thereof. Any waiver must be in writing and signed by an authorized representative.
Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by a Force Majeure Event. The affected Party shall promptly notify the other Party and use commercially reasonable efforts to mitigate the impact of the event.
All notices required or permitted under this Agreement shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by confirmed email; (c) sent by registered or certified mail, return receipt requested; or (d) sent by overnight courier to the addresses specified below:
Trulay, Inc.
Attention: Legal Department
Email: legal@trulay.co
Customer: As specified in the Order Form or account registration.
This Agreement does not create a partnership, joint venture, agency, or employment relationship between the Parties. Neither Party has the authority to bind the other Party or incur any obligation on behalf of the other Party.
Both Parties agree to comply with all applicable export control and sanctions laws and regulations. Neither Party may export or re-export the Services to any prohibited or embargoed country or to any person or entity on any denied persons list or restricted party list.
Provider may engage subcontractors to assist in providing the Services, provided that Provider remains fully responsible for the performance of such subcontractors and their compliance with this Agreement.
Neither Party may use the other Party's name, logo, trademarks, or trade names in any press release, marketing materials, or public statement without the other Party's prior written consent, except that Provider may identify Customer as a user of the Services on its website and in marketing materials, unless Customer opts out in writing.
This Agreement is entered into for the sole benefit of the Parties and their respective successors and permitted assigns. Nothing in this Agreement is intended to confer any rights or benefits on any person or entity other than the Parties.
If you have any questions about this Enterprise Agreement, please contact us:
Trulay, Inc.
All rights reserved.