Terms of Service

License to Access and Use the Service.

Subject to these Terms of Service and any other contract, purchase order or agreement with the Company to which Customer is a party (“Additional Agreement”), Company grants to you a non-exclusive, non-transferable license (“License”) to access and use the Service. You acknowledge that your use of the Service may be limited by the number of identities, users, assets, facilities, locations, devices, or other licensed objects for which the applicable license fee has been paid or, if you are using the Service on a free trial basis, by the limits applicable to your free trial. You shall have no rights with respect to the Service other than the rights expressly set forth herein or in any Additional Agreement. You acknowledge that the Service is constantly evolving, the form, nature and features of the Service may change from time to time without prior notice, and any changes to the Service are subject to these Terms of Service.

Proprietary Rights.

You acknowledge that Company and its suppliers retain all right, title, ownership and interest in and to the Service and the software used to provide the Service, and ownership of all patent, copyright, trademark, trade secret and other intellectual property rights pertaining thereto (“Truman Intellectual Property”) shall be and remain the sole property of Company.

Restrictions.

You agree that you will not:

• (a) distribute, alter, change, modify, adapt, translate, reverse engineer, decompile, disassemble or make derivative works of any software used to provide the Service;
• (b) use the Service or any Truman Intellectual Property to create any product or service that competes with the Service or any component of the Service;
• (c) allow any third party to benefit from or access the Service on a “service bureau,” hosted application, or other basis;
• (d) use the Service for the purpose of violating, or in a manner that violates, any foreign, federal, state or local law or regulation;
• (e) export or re-export the Service, or any software used to access the Service, in violation of any applicable export control laws of the United States or other jurisdictions;
• (f) use the Service in a manner that infringes or violates any intellectual property rights, publicity, privacy, confidentiality, contractual or other rights;
• (g) use the Service to transmit information that is defamatory, offensive, misleading, false, harmful to minors, or obscene or to transmit any viruses or programming routines intended to damage, surreptitiously intercept, or expropriate any system, data or personal information;
• (h) disrupt the use of the networks over which the Service is provided;
• (i) modify, destroy or disable any software or hardware used to provide the Service; or
• (j) share individual logins and passwords for the Service in an attempt to permit more individuals to access and use the Service than the number for which Customer has paid the applicable license fee.

Protection of Customer Data.

The Company maintains reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of electronic data and information submitted to, stored in, or processed by the Service (“Customer Data”). Customer Data may include information relating to individuals, identities, assets, locations, devices, events, operational activities, and other information necessary for the operation of the Service.

Customer Data does not include information obtained by the Company from publicly available sources, third-party providers, or other authorized sources and made available through the Service (“Company Data”).

If Customer is using the Service on a free trial basis, Customer is responsible for exporting Customer Data before the expiration of the trial period.

Location Information.

Certain features of the Service may collect, process, display, or store location information when authorized by the customer or end user. Location information may be used for operational awareness, mapping, identity correlation, event enrichment, asset tracking, geospatial visualization, workflow automation, incident response, and other functionality provided by the Service. Location information is accessible only to authorized users within the applicable customer environment and is processed in accordance with applicable privacy laws and Company policies.

License to Use Customer Data.

Customer grants the Company a non-exclusive, limited-term license to host, store, transmit, process, and otherwise use Customer Data solely as necessary to provide, operate, secure, maintain, and support the Service and to fulfill the Company's obligations under these Terms of Service and any applicable Additional Agreement.

Limitations on Use of Company Data.

You agree that you will use Company Data only in connection with your use of, and as contemplated by, the Service.

Confidentiality.

For the purposes hereof, “Confidential Information” means all information disclosed either by you or the Company (the “Disclosing Party”) to the other (the “Receiving Party”) that is designated by the Disclosing Party as confidential or that reasonably should be understood by the Receiving Party to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party agrees:

• (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms of Service and any Additional Agreement; and
• (ii) to protect and hold in confidence the Confidential Information of the Disclosing Party against unauthorized use or disclosure in the same manner as the Receiving Party protects its own similar confidential information, but in no event will the Receiving Party use less than reasonable care to protect the Disclosing Party’s Confidential Information from unauthorized use or disclosure.

Such use and non-disclosure obligations shall not apply to information which:

• (a) was already rightfully known to the Receiving Party prior to disclosure by the Disclosing Party;
• (b) is in or has entered the public domain through no breach of such non-disclosure obligations;
• (c) has been rightfully received by the Receiving Party from a third party not under obligation of confidentiality;
• (d) has been approved by the Disclosing Party for release by written authorization; or
• (e) was independently developed by the Receiving Party.

A Receiving Party’s disclosure of the Disclosing Party’s Confidential Information shall not be considered a violation of obligations hereunder to the extent such disclosure is required pursuant to any law or valid court order.

Warranty Disclaimer.

You acknowledge that the Company is making the Service available “as is.” Accordingly, the Company does not warrant that the Service will be error free. The Company makes no warranties whatsoever, express, implied or statutory, whether oral or written, with respect to the Service, and the Company expressly disclaims any implied warranties, including without limitation warranties of merchantability and fitness for a particular purpose.

Limitation of Liability.

In no event shall Company have any liability arising out of these Terms of Service or the use of the Service. In no event shall Company have any liability for any special, indirect or consequential damages including, without limitation, damages for lost profits, loss of data or costs of procurement of substitute goods or services, arising in any way out of these Terms of Service or the use of the Service under any cause of action, whether or not Company has been advised of the possibility of such damages.

Expiration/Termination.

The License is effective until expired or terminated. The License shall expire automatically upon the expiration of your free trial period, if applicable, or upon its expiration pursuant to an Additional Agreement, if applicable. The License shall terminate immediately without notice from the Company if you fail to comply with any provision of these Terms of Service or upon an uncured breach of an applicable Additional Agreement by Customer. You may terminate the License earlier at any time. The remaining terms and conditions of these Terms of Service shall survive the termination or expiration of the License.

Miscellaneous.

These Terms of Service shall be governed, construed and enforced in accordance with the laws of the State of Missouri, without reference to conflict of laws principles.

Any dispute arising out of or relating to these Terms of Service shall be brought exclusively in the state or federal courts located in Jackson County, Missouri, and each party consents to the personal jurisdiction of such courts.

No third party is authorized to modify these Terms of Service or to make any warranties, representations or promises which are different from those set forth in these Terms of Service without express written permission from the Company.

You may not transfer, assign or otherwise dispose of your rights or obligations hereunder, by operation of law or otherwise, and any such attempted assignment or transfer shall be void and without effect.

If any provision of these Terms of Service is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless remain in full force and effect.

In the event of any inconsistency between the provisions of these Terms of Service and the provisions of any applicable Additional Agreement, the provisions of such Additional Agreement shall control.