These Customer Terms of Service ("Terms") constitute a binding agreement between you (the "Customer") and Trulience Technologies Ltd ("Trulience", "we", "us", or "our"), a company registered in England and Wales, governing your use of our interactive avatar platform and related services.
By accessing or using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of an organisation, you represent that you have the authority to bind that organisation to these Terms.
The following definitions apply throughout these Terms:
These Terms, together with any applicable Customer Agreement and/or Order Form, our Privacy Policy, Acceptable Use Policy, and any supplementary terms we provide, form the complete agreement between you and Trulience regarding your use of the Services ("Agreement").
In the event of any conflict between documents forming part of this Agreement, the order of precedence shall be: (1) the Order Form; (2) any supplementary terms; (3) these Terms; and (4) any other referenced policies.
We may update these Terms from time to time. Material changes will be communicated to you with reasonable notice. Your continued use of the Services following such notice constitutes acceptance of the updated Terms.
Ownership and Control. You retain ownership of your Customer Content. You control how Customer Content is submitted, processed, and retained within the Services. You are responsible for maintaining appropriate backups of your Customer Content.
Consent and Rights. You represent and warrant that you have obtained all necessary rights, consents, and permissions to submit Customer Content to the Services and to grant Trulience the rights described in these Terms. For Custom Avatars using the likeness of any individual, you must obtain and maintain that individual's explicit informed consent.
Beta Features. We may offer access to beta or preview features. Such features are provided on an "as is" basis without warranties and may be modified or discontinued at any time. Beta features should not be used for production workloads unless expressly permitted.
Third-Party Integrations. The Services may integrate with or enable connections to third-party products and services. Your use of such third-party services is subject to their respective terms and conditions. Trulience is not responsible for third-party products or services.
You agree to:
You accept responsibility for the acts and omissions of your Authorised Users as if they were your own.
Fees. You agree to pay all fees specified in the applicable Order Form or at checkout. Fees are stated exclusive of applicable taxes unless otherwise indicated.
Payment. Unless otherwise agreed, fees are due in advance of each subscription period. For invoiced accounts, payment is due within thirty (30) days of the invoice date.
Taxes. You are responsible for all applicable taxes, duties, and levies arising from your purchase of the Services, excluding taxes based on Trulience's net income.
Non-Refundable. Except as expressly stated in these Terms or required by applicable law, fees are non-refundable and subscription commitments are non-cancellable.
Late Payment. If any amount remains unpaid for more than thirty (30) days past its due date, Trulience may, upon ten (10) days' written notice, suspend your access to the Services until payment is received. We may also charge interest on overdue amounts at the rate of 2% per month or the maximum rate permitted by law, whichever is lower.
Price Changes. We may adjust pricing for future subscription periods with at least thirty (30) days' prior notice. Price changes will take effect at the start of your next renewal term.
Service Provision. Trulience will make the Services available to you substantially in accordance with the Documentation. We will use commercially reasonable efforts to maintain the availability of the Services, though we do not guarantee uninterrupted or error-free operation.
Planned Maintenance. We will endeavour to provide advance notice of scheduled maintenance that may affect service availability. Where practicable, maintenance will be performed during periods of low usage.
Data Protection. Trulience will process personal data in accordance with our Privacy Policy and, where applicable, any Data Processing Addendum agreed between the parties. We maintain appropriate technical and organisational measures to protect data against unauthorised access, loss, or alteration.
Security. We implement security measures designed to protect the Services and Customer Content, including encryption, access controls, and regular security assessments. Details of our security practices are available upon request.
AI Governance. Trulience is committed to responsible AI practices. We implement safeguards designed to prevent misuse of AI-generated content and comply with applicable AI regulations. We will cooperate with Customers in meeting their AI governance obligations.
Use of Customer Data. Trulience will only process Customer Content as necessary to provide the Services, comply with legal obligations, or as otherwise authorised by you. We will not use Customer Content to train AI models for other customers without your explicit consent.
Customer Ownership. As between the parties, you retain all rights, title, and interest in and to your Customer Content. You grant Trulience a limited, non-exclusive, worldwide licence to use, reproduce, modify, and display Customer Content solely as necessary to provide the Services to you.
Trulience Ownership. Trulience retains all rights, title, and interest in and to the Services, Trulience Content, and all related intellectual property. Nothing in these Terms transfers ownership of any Trulience intellectual property to you.
Licence to Services. Subject to your compliance with these Terms, Trulience grants you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Services during the subscription term for your internal business purposes.
Licence to Trulience Content. Subject to your compliance with these Terms, Trulience grants you a limited, non-exclusive licence to use Trulience Content incorporated into outputs generated through the Services. This licence continues after termination for Trulience Content already incorporated into your outputs.
Feedback. If you provide suggestions, ideas, or other feedback regarding the Services ("Feedback"), you grant Trulience a perpetual, irrevocable, worldwide, royalty-free licence to use, modify, and incorporate such Feedback into the Services without restriction or obligation to you.
Usage Data. Trulience may collect and analyse aggregated, anonymised data regarding use of the Services to improve our products and services. Such data will not identify you or any individual Authorised User.
Term. These Terms commence when you first access the Services and continue until terminated. Subscription periods are as specified in the applicable Order Form and will automatically renew for successive periods of the same duration unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current period.
Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of receiving written notice thereof. Trulience may terminate immediately if you violate our Acceptable Use Policy or engage in unlawful conduct.
Termination for Convenience. You may terminate a free account at any time by ceasing use of the Services. Trulience may terminate free accounts upon thirty (30) days' notice.
Effect of Termination. Upon termination:
Survival. Provisions that by their nature should survive termination will continue in effect, including sections relating to intellectual property, limitation of liability, indemnification, and confidentiality.
Customer Warranties. You represent and warrant that: (a) you have the authority to enter into this Agreement; (b) your use of the Services will comply with all applicable laws; and (c) you have all necessary rights to Customer Content.
Trulience Warranties. Trulience warrants that: (a) the Services will perform materially in accordance with the Documentation; (b) we have the right to grant the licences set forth in these Terms; and (c) we will not materially diminish the core functionality of the Services during your subscription term.
Remedy. If the Services fail to conform to the warranty above, your exclusive remedy is for Trulience to use commercially reasonable efforts to correct the non-conformity or, if Trulience is unable to do so, to terminate your subscription and refund prepaid fees for the unused portion.
Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TRULIENCE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. TRULIENCE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Liability Cap. EXCEPT FOR LIABILITY ARISING FROM (A) YOUR PAYMENT OBLIGATIONS, (B) YOUR BREACH OF SECTION 4 (CUSTOMER RESPONSIBILITIES), OR (C) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO TRULIENCE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
Application. The limitations in this section apply to all claims, whether based in contract, tort (including negligence), strict liability, or any other legal theory, to the extent permitted by applicable law.
Trulience Indemnification. Trulience will defend, indemnify, and hold harmless the Customer from any third-party claims alleging that the Services or Trulience Content, when used in accordance with these Terms, infringe that third party's intellectual property rights. This obligation does not apply to claims arising from: (a) Customer Content; (b) Custom Avatars; (c) modifications to the Services not made by Trulience; (d) combination of the Services with third-party products not provided by Trulience; or (e) your use of the Services in violation of these Terms.
Customer Indemnification. You will defend, indemnify, and hold harmless Trulience from any third-party claims arising from: (a) your Customer Content; (b) your Custom Avatars; (c) your violation of these Terms or applicable law; or (d) your Authorised Users' use of the Services.
Procedure. The indemnified party must: (a) promptly notify the indemnifying party of the claim; (b) give the indemnifying party sole control of the defence and settlement; and (c) provide reasonable cooperation. The indemnified party may participate in the defence at its own expense. Neither party may settle a claim in a manner that imposes obligations on the other party without that party's prior written consent.
Definition. "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that, given the nature of the information or circumstances of disclosure, should reasonably be understood to be confidential. Confidential Information includes, without limitation, these Terms, pricing information, technical specifications, and business plans.
Obligations. The receiving party will: (a) use Confidential Information only for purposes of this Agreement; (b) protect Confidential Information using at least the same degree of care it uses to protect 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 who need to know and are bound by confidentiality obligations at least as protective as these.
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 obtained from a third party without restriction.
Required Disclosure. The receiving party may disclose Confidential Information if required by law, regulation, or court order, provided it gives the disclosing party prompt notice (where permitted) and reasonable assistance in seeking protective measures.
Duration. Confidentiality obligations under this section will continue for three (3) years following termination of this Agreement.
Governing Law. This Agreement is governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales for any disputes arising under this Agreement.
Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, understandings, and communications, whether written or oral.
Assignment. You may not assign or transfer this Agreement without Trulience's prior written consent. Trulience may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section is void.
Notices. Notices under this Agreement must be in writing and sent to the addresses specified in the Order Form or, for Trulience, to info@trulience.com. Email notices are effective when sent. Postal notices are effective three (3) business days after posting.
Force Majeure. Neither party will be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labour disputes, or internet service failures.
Severability. If any provision of this Agreement is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and all other provisions will remain in full force and effect.
Waiver. No waiver of any breach of this Agreement will constitute a waiver of any other or subsequent breach. Failure to enforce any provision will not constitute a waiver of the right to enforce that provision.
Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.
Third-Party Rights. Except as expressly provided, this Agreement does not confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
If you have any questions about these Terms, please contact us:
Trulience Technologies Ltd
136 George Street
London W1H 5LD
United Kingdom
Email: info@trulience.com
Phone: +44 (0) 203 538 5358