These Terms of Service (this “Agreement”) are entered into by and between Troopr Labs, Inc., a Delaware corporation (“Company,” “we,” “us,” or “our”), and the entity or person agreeing to these terms (“Customer,” “you,” or “your”). This Agreement governs your access to and use of the Company’s products, platform services, and professional services (collectively, the “Services”), including Troopr (troopr.ai), Enjo (enjo.ai), OrgLogic (orglogic.ai), and Troopr AI Build professional services (trooprlabs.com/services).

By accessing or using any of the Services, executing an Order Form or Statement of Work that references this Agreement, or clicking “I Agree” (or similar), you accept this Agreement on behalf of Customer. If you are accepting on behalf of an organization, you represent and warrant that you have the authority to bind that organization.

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1. Definitions

Key terms used throughout this Agreement.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than 50% of the voting securities.

“AI Output” means any content, text, data, recommendations, or other material generated by the Services using artificial intelligence or machine learning models in response to Customer inputs or prompts.

“Authorized User” means any individual who is authorized by Customer to access and use the Services under Customer’s account, including employees, contractors, and agents.

“Customer Data” means all data, content, and information submitted, uploaded, or transmitted by or on behalf of Customer or its Authorized Users to the Services, excluding AI Output.

“Deliverables” means the work product created by Company specifically for Customer under a Statement of Work for Professional Services, including custom code, integrations, documentation, dashboards, and runbooks.

“Documentation” means the user guides, online help, and other technical documentation made available by Company describing the features and functionality of the Services.

“Order Form” means an ordering document or online subscription page specifying the Services, fees, subscription term, and other commercial terms, executed or accepted by both parties and referencing this Agreement.

“Platform Services” means the Company’s hosted software-as-a-service offerings, including Troopr, Enjo, and OrgLogic, as described in the applicable Documentation.

“Pre-Existing IP” means all intellectual property owned or licensed by Company prior to or independently of a Statement of Work, including tools, frameworks, libraries, methodologies, and reusable components.

“Professional Services” means the implementation, consulting, development, and integration services provided by Company under a Statement of Work, including Troopr AI Build engagements.

“Statement of Work” or “SOW” means a document describing the scope, timeline, deliverables, fees, and other terms for Professional Services, executed by both parties and governed by this Agreement.

“Subscription Term” means the period during which Customer has paid for and is entitled to access the Platform Services, as specified in the applicable Order Form.

“Third-Party Services” means third-party applications, platforms, and services that integrate with, are accessed through, or facilitate the delivery of the Services, including but not limited to Slack, Microsoft Teams, Google Workspace, Jira, Salesforce, ServiceNow, Confluence, SharePoint, and payment processors such as Stripe.

“Usage Data” means anonymized, aggregated, and de-identified data derived from Customer’s use of the Services that does not identify Customer, its Authorized Users, or any natural person, including service performance metrics, feature utilization statistics, and error logs.

2. Account and Access

How accounts are set up, who can access them, and your security responsibilities.

2.1 Registration

To use the Services, Customer must register for an account and provide accurate and complete information. Customer designates at least one administrative user (“Admin”) who is responsible for managing Customer’s account, including provisioning and de-provisioning Authorized Users.

2.2 User Provisioning

Where supported, Customer may provision Authorized Users via SSO (SAML/OIDC), SCIM, or manual invitation. Customer is responsible for maintaining accurate user rosters and promptly removing access for individuals no longer authorized.

2.3 Account Security

Customer is responsible for (a) maintaining the confidentiality of all login credentials, (b) all activity that occurs under its account, and (c) promptly notifying Company of any unauthorized use. Company is not liable for losses arising from unauthorized access where Customer failed to safeguard credentials.

2.4 Age Requirement

The Services are intended for business use. Authorized Users must be at least 18 years of age.

3. Platform Services and Professional Services

Covers SaaS subscriptions, free trials, professional services engagements, and the refundable pilot program.

3.1 Platform Services (SaaS)

(a) Provision

Subject to this Agreement and the applicable Order Form, Company grants Customer a non-exclusive, non-transferable right to access and use the Platform Services during the Subscription Term for Customer’s internal business purposes.

(b) Service Levels

Company targets 99.9% monthly uptime for the Platform Services, excluding scheduled maintenance and force majeure events. Enterprise customers may negotiate separate Service Level Agreements (“SLAs”) with specific remedies. Scheduled maintenance windows will be communicated at least 48 hours in advance where practicable.

(c) Free Trials

Company may offer free trial access to the Platform Services. Trials are provided “as is” without warranty or SLA. Company may terminate a trial at any time. If Customer does not subscribe before the trial expires, Company may delete trial data after 30 days.

(d) Updates

Company may update, modify, or enhance the Platform Services from time to time. Company will not materially reduce the core functionality of a subscribed Service during a Subscription Term without reasonable notice.

3.2 Professional Services

(a) Statements of Work

Professional Services are governed by individually executed Statements of Work. Each SOW will specify scope, deliverables, timeline, fees, and acceptance criteria. In the event of a conflict between a SOW and this Agreement, the SOW controls solely with respect to the applicable engagement.

(b) Change Orders

Changes to an SOW must be documented in a written change order signed by both parties, specifying the scope change, impact on timeline, and any fee adjustments.

(c) Customer Cooperation

Customer will provide timely access to personnel, systems, data, and information reasonably necessary for Company to perform the Professional Services. Delays caused by Customer’s failure to cooperate may extend timelines and incur additional fees.

3.3 Refundable Pilot Program (AI Build)

(a) Pilot Engagement

For Troopr AI Build engagements, Company offers a 30-day pilot period (“Pilot Period”) commencing on the date Company begins substantive delivery of pilot work as specified in the SOW.

(b) Refund Right

If Customer is not satisfied with the pilot engagement, Customer may terminate the SOW and receive a full refund of pilot fees by providing written notice to Company before the expiration of the Pilot Period, accompanied by a brief written summary of unmet requirements. Company will process the refund within 30 days of receiving such notice.

(c) Continuation

If Customer does not exercise the refund right within the Pilot Period, the engagement continues under the terms of the SOW and fees become non-refundable.

(d) Scope

The refund right applies only to pilot-phase fees specified in the SOW. It does not apply to fees for work performed after the Pilot Period, third-party costs incurred at Customer’s request, or travel expenses.

4. Acceptable Use

What you can and cannot do with the Services.

Customer and its Authorized Users shall not:

1. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of the Services or any component thereof;
2. modify, create derivative works of, or translate any part of the Services except as expressly permitted in writing;
3. sublicense, resell, rent, lease, or distribute the Services or make them available to any third party other than Authorized Users;
4. use the Services to build a competing product or service, or to benchmark the Services for publication without Company’s prior written consent;
5. use the Services to transmit unlawful, defamatory, infringing, or harmful content, or to facilitate any illegal activity;
6. attempt to circumvent security controls, rate limits, access restrictions, or authentication mechanisms;
7. introduce viruses, malware, or other harmful code into the Services;
8. use AI features to generate content that impersonates real individuals, creates deepfakes, or is intended to deceive or manipulate;
9. use the Services in any manner that violates applicable laws or regulations, including export control and sanctions laws; or
10. remove or alter any proprietary notices, labels, or marks on the Services.

Company reserves the right to suspend access to the Services upon reasonable belief that a violation has occurred, with prompt notice to Customer.

5. Customer Data

You own your data. We process it only to deliver the Services, and we never use it to train AI models.

5.1 Ownership

As between Company and Customer, Customer retains all right, title, and interest in and to Customer Data. Nothing in this Agreement transfers ownership of Customer Data to Company.

5.2 License to Process

Customer grants Company a limited, non-exclusive right to access, use, and process Customer Data solely to provide, maintain, and improve the Services and to comply with applicable law. This license terminates upon deletion of Customer Data as described herein.

5.3 No Training on Customer Data.
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Company does not use Customer Data to train, fine-tune, or improve any artificial intelligence or machine learning models. Customer Data is not shared with third-party AI model providers for their training purposes.

5.4 Usage Data

Company may collect and use Usage Data to operate, improve, and enhance the Services and for analytics and benchmarking purposes. Usage Data is anonymized and aggregated and will not identify Customer or any individual.

5.5 Data Portability

Upon Customer’s written request, Company will make Customer Data available for export in a standard machine-readable format.

5.6 Data Deletion

Upon termination or expiration of this Agreement, Company will make Customer Data available for export for 30 days. After such period, Company will delete Customer Data from its systems within 90 days, except as required to comply with applicable law or as retained in routine backups (which will be deleted in the ordinary course).

5.7 Security

Company maintains administrative, technical, and physical safeguards designed to protect Customer Data, including AES-256 encryption at rest and in transit, role-based access controls, and audit logging. Company maintains SOC 2 Type II and ISO 27001 certifications for its information security management system.

6. Artificial Intelligence Terms

How AI features work in our products, what to expect from AI-generated outputs, and your responsibilities when using them.

6.1 AI-Powered Features

Certain Services incorporate artificial intelligence and machine learning capabilities, including features powered by third-party large language models (such as those provided by OpenAI, Anthropic, and Microsoft Azure). These features include, but are not limited to, generative AI responses, retrieval-augmented generation (RAG), automated workflows, and intelligent recommendations.

6.2 AI Outputs Provided “As Is”

AI Outputs are generated by probabilistic models and are provided on an “as is” basis. Company does not warrant the accuracy, completeness, reliability, or fitness for any particular purpose of any AI Output. AI Outputs may contain errors, omissions, or inaccuracies and should not be relied upon as the sole basis for decisions with legal, financial, medical, or safety implications.

6.3 Customer Responsibility

Customer is solely responsible for reviewing, validating, and determining the appropriateness of any AI Output before acting on it or incorporating it into Customer’s business processes. Customer acknowledges that human oversight of AI Outputs is essential.

6.4 Non-Uniqueness

AI models may generate similar or identical outputs in response to similar inputs from different customers. Company does not guarantee exclusivity of AI Outputs.

6.5 Ownership of AI Outputs

As between Company and Customer, Customer owns AI Outputs generated from Customer’s data and prompts, subject to any underlying intellectual property rights of third parties and the terms of applicable third-party AI providers.

6.6 Safety and Guardrails

Company implements safety measures, content filters, guardrails, and governance controls in its AI features. However, no AI system is infallible. Company does not guarantee that AI Outputs will be free from harmful, biased, or inappropriate content.

6.7 PII Redaction

Certain Services offer automatic PII (personally identifiable information) redaction capabilities. Where enabled, these features are designed to minimize exposure of sensitive data to AI models. PII redaction operates on a best-efforts basis and does not guarantee complete removal of all sensitive information.

6.8 Third-Party AI Providers

The Services utilize third-party AI model providers. Customer acknowledges that (a) Company does not control the underlying AI models, (b) model capabilities and behavior may change over time, and (c) Company’s obligations regarding AI Outputs are limited to implementing reasonable safeguards within its platform. Customer’s data is transmitted to third-party AI providers solely for processing in connection with the Services and is subject to such providers’ data processing terms. Company does not permit its third-party AI providers to use Customer Data for model training.

7. Professional Services — Intellectual Property

You own what we build for you. We keep our pre-existing tools and frameworks.

7.1 Customer Deliverables

Upon full payment of applicable fees, Company assigns to Customer all right, title, and interest in and to the Deliverables, excluding any Pre-Existing IP incorporated therein.

7.2 Pre-Existing IP License

To the extent any Pre-Existing IP is incorporated into Deliverables, Company grants Customer a perpetual, non-exclusive, worldwide, royalty-free license to use such Pre-Existing IP solely as embedded in and necessary for the use of the Deliverables for Customer’s internal business purposes.

7.3 Company Retains Pre-Existing IP

Company retains all right, title, and interest in Pre-Existing IP, including tools, frameworks, libraries, methodologies, and general know-how developed or used in performing Professional Services.

7.4 Handoff and Transition

Upon completion or termination of a Professional Services engagement, Company will deliver all completed Deliverables and provide reasonable transition assistance as specified in the SOW, including documentation and knowledge transfer.

8. Third-Party Services and Integrations

We integrate with many platforms. You’re responsible for your own agreements with them.

8.1 Integrations

The Services integrate with Third-Party Services such as Slack, Microsoft Teams, Google Workspace, Atlassian Jira, Atlassian Confluence, Salesforce, ServiceNow, SharePoint, and others. Customer is solely responsible for obtaining and maintaining its own licenses, subscriptions, and agreements with Third-Party Service providers.

8.2 No Liability for Third Parties

Company is not responsible for the availability, accuracy, security, or functionality of any Third-Party Service. Company shall not be liable for any losses or damages arising from (a) outages, changes, or discontinuation of Third-Party Services, (b) modifications to Third-Party Service APIs that affect the Services, or (c) Customer’s violation of Third-Party Service terms.

8.3 Data Shared with Third Parties

When Customer configures integrations, certain Customer Data may be transmitted to or from Third-Party Services in accordance with Customer’s configuration. Customer is responsible for understanding the data sharing implications of each integration.

9. Fees and Payment

How billing works for subscriptions and professional services.

9.1 Fees

Customer shall pay all fees specified in the applicable Order Form, SOW, or self-service subscription page. Subscription fees are billed in advance on a monthly or annual basis as specified. Professional Services fees are billed as specified in the applicable SOW.

9.2 Payment Methods

(a) Self-Service Plans

For self-service subscription plans (such as Starter and Standard tiers), payment is processed via credit card or debit card through Stripe, Inc. (“Stripe”), Company’s third-party payment processor. By subscribing to a self-service plan, Customer authorizes Company to charge the designated payment method on a recurring basis at the start of each billing cycle. Customer is responsible for maintaining valid and current payment information in its account. If a charge fails, Company may retry the charge and/or suspend access to the Services until payment is successfully processed. Customer’s use of Stripe is subject to the Stripe Services Agreement. Company does not store Customer’s full credit card details; such information is handled directly by Stripe in accordance with PCI DSS standards.

(b) Enterprise and Invoiced Plans

For enterprise customers and custom engagements, fees are payable by invoice. Unless otherwise specified in an Order Form, invoiced amounts are due within thirty (30) days of the invoice date.

(c) Free Tiers

Certain Services may be offered with a free tier or freemium plan. No payment information is required for free tiers. Company reserves the right to modify or discontinue free tiers at any time with reasonable notice.

9.3 Automatic Renewal and Cancellation

Self-service subscriptions renew automatically at the end of each billing cycle unless Customer cancels before the renewal date through the account settings or by contacting support. Cancellation takes effect at the end of the then-current billing period; no pro-rata refunds are provided for the remaining period.

9.4 Late Payment

Overdue amounts bear interest at the lesser of 1.5% per month or the maximum rate permitted by law. Customer shall reimburse Company for reasonable costs of collection, including attorneys’ fees.

9.5 Taxes

All fees are exclusive of taxes, levies, and duties. Customer is responsible for all applicable taxes, excluding taxes based on Company’s net income. If Company is required to collect or remit taxes, such taxes will be invoiced to or charged to Customer.

9.6 Price Changes

Company may adjust fees upon renewal of a Subscription Term by providing at least 30 days’ prior written notice. For self-service plans, such notice may be provided via email or in-product notification. Price changes do not apply to the then-current Subscription Term or billing period.

9.7 Disputes

Customer must notify Company in writing of any fee dispute within 60 days of the invoice or charge date. The parties will work in good faith to resolve the dispute. Undisputed amounts remain due per the original terms.

10. Intellectual Property

Company owns the platform and technology. Customer owns their data and custom deliverables.

10.1 Company IP

Company and its licensors retain all right, title, and interest in and to the Services, Platform Services, software, Documentation, and all related intellectual property rights, including all improvements, enhancements, and modifications thereto. No rights are granted to Customer except as expressly set forth in this Agreement.

10.2 Customer IP

Customer retains all right, title, and interest in and to Customer Data and, subject to Section 7, the Deliverables.

10.3 Feedback

If Customer provides suggestions, ideas, or feedback regarding the Services (“Feedback”), Company may freely use such Feedback without obligation or restriction. Feedback does not constitute Customer’s Confidential Information.

10.4 Restrictions

Neither party shall use the other’s trademarks, logos, or trade names without prior written consent, except that Company may identify Customer as a customer in marketing materials, and Customer may opt out of such use by written notice.

11. Confidentiality

Both parties agree to protect each other’s confidential information.

11.1 Definition

“Confidential Information” means all non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes business plans, product roadmaps, pricing, Customer Data, source code, and security practices.

11.2 Obligations

The Receiving Party shall (a) use Confidential Information only for purposes of performing under this Agreement, (b) protect Confidential Information using at least the same degree of care it uses for its own confidential information (but no less than reasonable care), and (c) not disclose Confidential Information to third parties except to employees, contractors, and advisors with a need to know who are bound by confidentiality obligations at least as protective as those herein.

11.3 Exclusions

Confidential Information does not include information that (a) is or becomes publicly available without breach of this Agreement, (b) was known to the Receiving Party prior to disclosure, (c) is independently developed by the Receiving Party without use of Confidential Information, or (d) is rightfully received from a third party without restriction on disclosure.

11.4 Compelled Disclosure

The Receiving Party may disclose Confidential Information if compelled by law, regulation, or court order, provided the Receiving Party gives the Disclosing Party prompt notice (where legally permitted) and reasonable assistance to contest or limit the disclosure.

11.5 Survival

Confidentiality obligations survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which are protected for as long as they remain trade secrets under applicable law.

12. Data Protection

How we handle data protection obligations, including GDPR. See also our Data Processing Addendum.

12.1 Compliance

Each party shall comply with all applicable data protection and privacy laws and regulations in connection with its performance under this Agreement, including, where applicable, the EU General Data Protection Regulation (“GDPR”), the UK GDPR, the California Consumer Privacy Act (“CCPA”), and other applicable privacy laws.

12.2 Data Processing

To the extent Company processes personal data on behalf of Customer, Company acts as a data processor (or sub-processor) and Customer acts as the data controller (or processor). Company shall process personal data only in accordance with Customer’s documented instructions and for the purpose of providing the Services.

12.3 Data Processing Addendum

The processing of Personal Data by Company in connection with the Platform Services is governed by the Data Processing Addendum, which is incorporated into and forms part of this Agreement.

12.4 Sub-Processors

Company may engage sub-processors to assist in providing the Services. Company maintains a list of current sub-processors, available at trooprlabs.com/sub-processors. Company will notify Customer of any new sub-processor at least 30 days before the sub-processor begins processing Customer Data, and Customer may object on reasonable grounds within that period.

12.5 Security Incident

Company will notify Customer without undue delay of any confirmed security incident involving unauthorized access to or disclosure of Customer Data, and will provide reasonable cooperation and information to assist Customer in meeting its own breach notification obligations.

13. Warranties and Disclaimers

We warrant that the Services will work as described. Beyond that, standard disclaimers apply.

13.1 Company Warranties

Company warrants that (a) the Platform Services will materially conform to the applicable Documentation during the Subscription Term, (b) Professional Services will be performed in a professional and workmanlike manner consistent with industry standards, and (c) Company has the authority to enter into this Agreement and grant the rights herein.

13.2 Remedies

If Platform Services fail to conform to the warranty in Section 13.1(a), Company will, at its option, correct the non-conformity or provide a workaround. If Company is unable to do so within 30 days of receiving written notice, Customer may terminate the affected subscription and receive a pro-rata refund of prepaid fees for the unused portion of the Subscription Term.

13.3 Customer Warranty

Customer warrants that (a) it has the authority to enter into this Agreement, (b) Customer Data does not infringe any third-party rights, and (c) Customer’s use of the Services complies with all applicable laws.

13.4 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 13, THE SERVICES, AI OUTPUTS, AND ALL RELATED COMPONENTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT AI OUTPUTS WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PURPOSE. THIS DISCLAIMER APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

14. Limitation of Liability

Caps and exclusions on liability, with standard carve-outs.

14.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Cap on Liability

EXCEPT FOR THE CARVE-OUTS IN SECTION 14.3, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO COMPANY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.

14.3 Carve-Outs and Super Cap

The general liability cap in Section 14.2 does not apply to (a) either party’s indemnification obligations under Section 15, (b) breach of confidentiality obligations under Section 11, (c) Customer’s payment obligations, or (d) either party’s liability arising from willful misconduct or gross negligence. However, for all such carve-out obligations, each party’s total aggregate liability shall not exceed two times (2x) the total fees paid or payable by Customer to Company under this Agreement in the twelve (12) months preceding the first event giving rise to liability (the “Super Cap”). For clarity, Customer’s obligation to pay fees properly due under this Agreement is not subject to any cap.

14.4 Basis of the Bargain

The limitations and exclusions in this Section 14 reflect the allocation of risk between the parties and form an essential basis of the bargain. This Agreement would not have been entered into without these limitations.

15. Indemnification

Mutual indemnification obligations, including IP infringement protection.

15.1 Company Indemnification

Company shall defend, indemnify, and hold harmless Customer from and against any third-party claim that Customer’s authorized use of the Platform Services infringes a third party’s United States patent, copyright, or trade secret (“IP Claim”), and shall pay all damages finally awarded or settlements approved by Company. Company’s aggregate liability for IP Claims shall not exceed the total fees paid by Customer under this Agreement.

Company’s obligations under this Section 15.1 do not apply to claims arising from (a) Customer’s modification of the Services, (b) combination of the Services with non-Company products or services, (c) use of the Services in violation of this Agreement or the Documentation, (d) Customer Data, or (e) continued use after Company notifies Customer of an alleged infringement and provides a non-infringing alternative.

If an IP Claim is made or is reasonably likely, Company may, at its option and expense, (a) modify the Services to be non-infringing while retaining substantially similar functionality, (b) obtain a license for Customer to continue using the Services, or (c) if neither is commercially practicable, terminate the affected subscription and refund any prepaid fees for the unused portion.

15.2 Customer Indemnification

Customer shall defend, indemnify, and hold harmless Company from and against any third-party claims arising from (a) Customer Data, (b) Customer’s or its Authorized Users’ use of the Services in violation of this Agreement or applicable law, (c) Customer’s use of or reliance on AI Outputs, or (d) any dispute between Customer and its end users.

15.3 Indemnification Procedure

The indemnified party shall (a) promptly notify the indemnifying party of the claim, (b) grant the indemnifying party sole control over the defense and settlement (provided the indemnifying party does not settle without the indemnified party’s consent if the settlement imposes obligations on the indemnified party beyond payment), and (c) provide reasonable cooperation at the indemnifying party’s expense.

16. Term and Termination

How long this Agreement lasts, how either party can end it, and what happens afterward.

16.1 Term

This Agreement commences on the date Customer first accepts it and continues until all subscriptions and SOWs have expired or been terminated.

16.2 Subscription Renewal

Subscriptions automatically renew for successive periods equal to the expiring Subscription Term unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term.

16.3 Termination for Cause

Either party may terminate this Agreement (or any Order Form or SOW) if the other party materially breaches this Agreement and fails to cure such breach within 30 days of receiving written notice specifying the breach. Either party may also terminate immediately if the other party becomes insolvent, files for bankruptcy, or ceases operations.

16.4 Termination for Convenience

Customer may terminate a subscription for convenience by providing 30 days’ written notice, but no refund of prepaid fees will be provided. Company may terminate the Agreement for convenience with 90 days’ written notice and a pro-rata refund of prepaid, unused fees.

16.5 Effect of Termination

Upon termination or expiration: (a) Customer’s access to the Services will cease, (b) Customer Data will be available for export for 30 days as described in Section 5.6, (c) each party shall return or destroy the other’s Confidential Information upon request, and (d) Customer shall pay all fees incurred through the termination date.

16.6 Survival

Sections 1 (Definitions), 5 (Customer Data, regarding deletion), 6.2–6.5 (AI Terms), 7 (Professional Services IP, to the extent Deliverables have been paid for), 9 (Fees, for amounts accrued), 10 (Intellectual Property), 11 (Confidentiality), 13.4 (Disclaimer), 14 (Limitation of Liability), 15 (Indemnification), 17 (Governing Law), and 18 (General Provisions) survive termination or expiration of this Agreement.

17. Governing Law and Disputes

This Agreement is governed by Delaware law. Disputes are resolved in Delaware courts.

17.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17.2 Jurisdiction

The parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in the State of Delaware for any disputes arising out of or relating to this Agreement.

17.3 Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

18. General Provisions

Standard legal housekeeping: amendments, assignment, notices, and more.

18.1 Amendments

Company may update this Agreement by posting revised terms at trooprlabs.com/tos and providing at least 30 days’ prior written notice (including via email). Continued use of the Services after the effective date of an amendment constitutes acceptance. If Customer objects to a material change, Customer may terminate the affected subscription within the notice period and receive a pro-rata refund of prepaid, unused fees.

18.2 Assignment

Neither party may assign this Agreement without the other’s prior written consent, except that either party may assign to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee agrees to be bound by this Agreement.

18.3 Notices

All notices under this Agreement must be in writing and sent to the addresses specified in the applicable Order Form (or, for Company, to legal@trooprlabs.com). Notices are deemed received (a) when delivered personally, (b) when confirmed by email, (c) one business day after sending via overnight courier, or (d) three business days after mailing via certified mail.

18.4 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, pandemics, acts of government, internet or telecommunications failures, cyberattacks, or third-party service outages. This section does not excuse Customer’s payment obligations.

18.5 Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

18.6 Waiver

No failure or delay in exercising any right under this Agreement constitutes a waiver of that right. Waivers must be in writing and signed by the waiving party.

18.7 Entire Agreement

This Agreement, together with all Order Forms, SOWs, the Data Processing Addendum, and the Privacy Policy, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, and representations, whether written or oral. Pre-printed terms on any Customer purchase order are void.

18.8 Independent Contractors

The parties are independent contractors. This Agreement does not create any agency, partnership, joint venture, or employment relationship.

18.9 Export Compliance

Customer shall not export or re-export the Services or any related technology in violation of applicable export control laws and regulations, including U.S. Export Administration Regulations and OFAC sanctions.

18.10 Government Use

The Services are commercial computer software and commercial computer software documentation, as defined in FAR 12.212 and DFARS 227.7202. Government use is subject to this Agreement.

18.11 Publicity

The parties shall cooperate in good faith to issue a mutually agreed-upon press release or case study. Customer may opt out of any Company reference use by providing written notice.

If you have questions about these Terms of Service, please contact us at legal@trooprlabs.com.