Terms of service

These Terms of Service (the “Terms”) form a binding agreement between Trivana Labs, LLC, a Massachusetts limited liability company (“Trivana,” “we,” “us,” or “our”), and the entity or person identified on the applicable Order Form or account registration (“Customer,” “you,” or “your”). These Terms govern your access to and use of the Trivana platform and any modules, applications, features, content, documentation, and related services we provide (collectively, the “Services”).

By signing an Order Form, clicking to accept, or accessing or using the Services, you agree to be bound by these Terms. If you are agreeing on behalf of an organization, you represent that you have authority to bind that organization.

These Terms incorporate by reference our Data Processing Addendum (the “DPA”), any Order Form, and any Service-specific terms we make available. In the event of a conflict, the order of precedence is: (1) the Order Form, (2) the DPA, (3) these Terms.

1.1 Services. The Trivana platform currently includes two modular applications: (a) an IT cost and capital planning application; and (b) a technology product evaluation application for scoring vendor demonstrations and product comparisons. Additional modules may be added from time to time and will be governed by these Terms unless we identify separate terms.

1.2 Account; Authorized Users. You may permit your employees and contractors to use the Services on your behalf as named users (“Authorized Users”) up to the limits in the Order Form. You are responsible for the acts and omissions of your Authorized Users and for keeping account credentials confidential. You must notify us promptly of any unauthorized access.

1.3 License Grant. Subject to your compliance with these Terms and payment of fees, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to access and use the Services solely for your internal business purposes.

1.4 Beta and Experimental Features. We may, from time to time, make beta, pilot, or experimental features available to you (“Beta Features”). Beta Features are provided “as is,” may be modified or discontinued at any time, and are not covered by any service level commitment or warranty. Use is at your sole discretion and risk.

You shall not, and shall not permit any third party to:

• (a) copy, modify, translate, or create derivative works of the Services or any underlying software;
• (b) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, model weights, algorithms, or underlying architecture of the Services, except to the extent this restriction is prohibited by applicable law;
• (c) scrape, crawl, harvest, or use any automated means to access or extract data from the Services;
• (d) benchmark the Services, publish or share performance results, or use the Services to develop or improve a competing product or service;
• (e) resell, sublicense, distribute, rent, lease, or make the Services available to any third party except your Authorized Users;
• (f) use the Services in violation of applicable law, to infringe any third party’s rights, or to transmit malicious code, viruses, or harmful content;
• (g) circumvent or attempt to circumvent any access controls, usage limits, security features, or rate limits; or
• (h) remove or alter any proprietary notices, marks, or attributions appearing on or within the Services.

3.1 Fees. You shall pay the fees set forth in the applicable Order Form (the “Fees”). Fees are non-refundable except as expressly stated in these Terms.

3.2 Billing Term. Subscriptions may be billed (a) monthly in advance for self-service subscriptions, or (b) annually in advance for sales-led subscriptions, in each case as set forth in the Order Form. Unless otherwise stated, payment is due net thirty (30) days from the invoice date.

3.3 Auto-Renewal. Each subscription will automatically renew for successive terms equal in length to the then-current term unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term for monthly subscriptions, or at least sixty (60) days before the end of the then-current term for annual subscriptions.

3.4 Price Changes. We may adjust Fees for any renewal term by providing written notice at least sixty (60) days before the start of the renewal term. If you do not agree to the adjusted Fees, you may decline renewal in accordance with Section 3.3.

3.5 Late Payments; Suspension. Undisputed amounts not paid when due will accrue interest at the lower of 1.5% per month or the maximum rate permitted by law. We may suspend the Services if any undisputed amount remains unpaid more than fifteen (15) days after written notice.

3.6 Taxes. Fees are exclusive of all sales, use, value added, and similar taxes. You are responsible for all such taxes, excluding taxes based on our net income.

4.1 Trivana IP. Trivana and its licensors own and retain all right, title, and interest in and to the Services, including all software, source code, object code, model weights, algorithms, user interfaces, designs, APIs, documentation, templates, methodologies, know-how, workflows, and any modifications, enhancements, or derivative works thereof (collectively, “Trivana IP”). No rights are granted to you in the Trivana IP except the limited license expressly set forth in these Terms.

4.2 Customer Data. As between the parties, you own and retain all right, title, and interest in and to Customer Data. You grant Trivana a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, and process Customer Data solely as necessary to provide, maintain, support, and secure the Services and as otherwise permitted by these Terms and the DPA.

4.3 Aggregated Data. We may use properly aggregated or de-identified information about the operation, support, and use of the Services (“Aggregated Data”) to operate, secure, and improve the Services and our business, provided that Aggregated Data does not identify you, your Authorized Users, or any individual, and meets applicable legal de-identification requirements. We will take reasonable measures against re-identification, will not sell or license Aggregated Data as a standalone product, and will not use de-identified copies of Customer Data to train AI models.

4.4 Feedback. If you provide any suggestions, ideas, enhancement requests, or feedback (“Feedback”), you grant Trivana a perpetual, irrevocable, worldwide, royalty-free license to use the Feedback for any purpose without obligation or compensation, provided that we will not disclose your Confidential Information or identify you as the source.

4.5 AI and Model Training. We do not use Customer Data, Customer Confidential Information, or de-identified copies derived from Customer Data to train artificial intelligence or machine learning models, and we do not opt that data into any AI provider’s model-improvement, feedback-sharing, or training program. Any exception requires a separate signed amendment. Ordinary use of AI features, including inference, retrieval, and related retention, is governed by the DPA.

5.1 Customer Data Defined. “Customer Data” means any data, files, financial information, business information, or other content that you or your Authorized Users submit to or generate through the Services.

5.2 Security. We maintain a written, risk-based security program with appropriate administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Data, as described in the DPA.

5.3 Subprocessors. We use subprocessors to provide the Services, currently Railway (application hosting), Amazon Web Services (cloud hosting, where used for a deployment), and OpenAI and Anthropic (AI features, when enabled). The DPA lists them with their purposes and location limits, and the current list is available on request. Provider certifications and attestations cover only the provider’s own services; we do not represent that Trivana itself holds SOC 2, ISO, or similar certifications.

5.4 Data Processing Addendum. Our processing of Customer Data is further governed by the DPA, which is incorporated by reference. The DPA includes our commitments regarding security, breach notification, subprocessors, and data return and deletion.

5.5 Customer Responsibilities. You are responsible for: (a) the accuracy, quality, and legality of Customer Data; (b) the means by which you acquired Customer Data; (c) obtaining all necessary rights, consents, and authorizations to provide Customer Data to us; and (d) your Authorized Users’ compliance with these Terms.

5.6 Geographic Scope. The Services are intended for use by customers and Authorized Users located in the United States. You shall not access or use the Services from outside the United States without our prior written consent.

See our privacy policy for how we handle information collected through this website.

6.1 Definition. “Confidential Information” means non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”), whether orally or in writing, 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. Customer Data is your Confidential Information. The Services and the Trivana IP are our Confidential Information.

6.2 Obligations. The Recipient shall: (a) use the same degree of care to protect the Discloser’s Confidential Information as it uses for its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely to perform under these Terms; and (c) limit access to those personnel and agents who need access and are bound by confidentiality obligations no less protective than these Terms.

6.3 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Recipient; (b) was known to the Recipient without confidentiality obligations before disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Discloser’s Confidential Information.

6.4 Compelled Disclosure. The Recipient may disclose Confidential Information if compelled by law, provided that, where legally permitted, the Recipient gives the Discloser prompt notice and reasonable cooperation to seek a protective order.

7.1 Availability. We will use commercially reasonable efforts to make the Services available with a target uptime of 99.5% per calendar month, measured excluding (a) scheduled maintenance, (b) emergency maintenance, (c) force majeure events, (d) outages caused by third-party providers outside our reasonable control, and (e) outages caused by your acts or omissions.

7.2 Support. We will provide support during our standard business hours (9:00 a.m. to 6:00 p.m. Eastern Time, Monday through Friday, excluding US federal holidays) via email or our support portal. Order Forms may include enhanced support.

7.3 Service Credits. If we fail to meet the uptime target in a calendar month, you may request a service credit equal to 5% of the monthly Fees for that month for each full percentage point below the target, up to a maximum of 25% of monthly Fees. Service credits must be requested within thirty (30) days and are your sole and exclusive remedy for availability failures. Service credits apply only to paid subscriptions, not to Beta Features, free trials, or self-service tiers unless expressly stated.

8.1 Mutual Warranties. Each party represents and warrants that: (a) it has the authority to enter into these Terms; and (b) its performance will comply with applicable law.

8.2 Limited Performance Warranty. We warrant that, during the Subscription Term, the Services will perform materially in accordance with the documentation we make generally available. Your sole remedy for a breach of this warranty is for us to use commercially reasonable efforts to correct the non-conformity or, if we are unable to do so within a reasonable period, to terminate the affected portion of the Services and refund any pre-paid, unused Fees for the affected portion.

8.3 Disclaimer.

Except as expressly set forth in these Terms, the Services are provided “as is” and “as available.” To the maximum extent permitted by law, Trivana disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or usage of trade. Trivana does not warrant that the Services will be uninterrupted, error-free, or free from harmful components, or that any data will be secure or not lost or altered.

9.1 Trivana Indemnity. We will defend you against any third-party claim alleging that your authorized use of the Services infringes a US patent, copyright, or trademark, or misappropriates a trade secret, and we will pay damages and reasonable attorneys’ fees finally awarded against you or agreed in settlement, provided you (a) promptly notify us in writing, (b) give us sole control of the defense and settlement, and (c) reasonably cooperate.

9.2 Remedies. If the Services are, or in our reasonable judgment may become, the subject of an infringement claim, we may, at our option: (a) procure the right for you to continue using the Services; (b) modify the Services so they no longer infringe; or (c) terminate the affected subscription and refund any pre-paid, unused Fees.

9.3 Exclusions. We have no obligation under Section 9.1 for claims arising from: (a) use of the Services in violation of these Terms; (b) combination of the Services with anything not provided by us; (c) Customer Data; (d) modifications not made by us; or (e) use of a non-current version of the Services if the claim would have been avoided by the current version. Sections 9.1 and 9.2 state our sole liability and your sole remedy for any third-party intellectual property claim.

9.4 Customer Indemnity. You will defend us and our affiliates, officers, directors, and employees against any third-party claim arising out of: (a) Customer Data; (b) your or your Authorized Users’ use of the Services in violation of these Terms or applicable law; or (c) your breach of Section 2 (Restrictions). You will pay damages and reasonable attorneys’ fees finally awarded against us or agreed in settlement, subject to the same notice, control, and cooperation conditions in Section 9.1.

10.1 Exclusion of Consequential Damages.

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any lost profits, lost revenue, lost data, lost business opportunity, or cost of substitute services, whether in contract, tort, or otherwise, even if advised of the possibility of such damages.

10.2 Liability Cap.

Except for the exclusions in Section 10.3, each party’s total cumulative liability arising out of or relating to these Terms will not exceed the fees paid or payable by you to us under the applicable Order Form in the twelve (12) months preceding the event giving rise to liability.

10.3 Exclusions from Cap. The limits in Sections 10.1 and 10.2 do not apply to: (a) your payment obligations; (b) either party’s indemnification obligations under Section 9; (c) breach of Section 2 (Restrictions) or Section 4 (Intellectual Property); (d) breach of confidentiality obligations under Section 6; (e) gross negligence, willful misconduct, or fraud; or (f) liability that cannot be limited under applicable law.

10.4 Basis of the Bargain. The parties acknowledge that the limitations in this Section 10 are an essential basis of the bargain and that the Fees reflect this allocation of risk.

11.1 Term. These Terms begin on the date you first accept them or sign an Order Form (the “Effective Date”) and continue until all Order Forms have expired or been terminated.

11.2 Termination for Cause. Either party may terminate these Terms or any Order Form for cause if the other party materially breaches and fails to cure the breach within thirty (30) days after written notice (or ten (10) days for non-payment).

11.3 Termination by Customer for Convenience. You may terminate a monthly subscription at the end of the then-current month with at least thirty (30) days’ prior written notice. You may terminate an annual subscription as of the end of the then-current annual term with at least sixty (60) days’ prior written notice. Termination for convenience does not entitle you to a refund of pre-paid Fees.

11.4 Suspension. We may suspend your access to the Services if (a) you fail to pay undisputed amounts when due as set forth in Section 3.5, (b) your use poses a security risk to the Services or any other customer, (c) your use violates applicable law or infringes third-party rights, or (d) you materially breach these Terms. We will make commercially reasonable efforts to notify you before suspension where practicable.

11.5 Effect of Termination. Upon termination: (a) your right to access the Services ends; (b) you must pay all Fees accrued through the effective date of termination; and (c) each party’s rights under Sections 2, 3, 4, 6, 8.3, 9, 10, 11.5, 12, and 13 will survive. Return and deletion of Customer Data is governed by the DPA.

12.1 Governing Law. These Terms are governed by the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

12.2 Arbitration. Any dispute arising out of or relating to these Terms, except as set forth in Section 12.4, will be resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures then in effect. The arbitration will be conducted by a single arbitrator in Boston, Massachusetts, in the English language. Judgment on the award may be entered in any court of competent jurisdiction.

12.3 Class Action Waiver.

Each party waives any right to participate in a class action, collective action, or representative proceeding. Disputes must be brought in an individual capacity only.

12.4 Equitable Relief; IP Claims. Notwithstanding Section 12.2, either party may bring an action in court for injunctive or other equitable relief, or to protect its intellectual property rights or Confidential Information. The exclusive venue for such actions is the state and federal courts located in Suffolk County, Massachusetts, and each party consents to personal jurisdiction there.

13.1 Notices. Notices to Trivana must be sent to the legal notice address designated on our website or in the Order Form. Notices to you will be sent to the email and address in your account. Notices are effective on receipt.

13.2 Assignment. Neither party may assign these Terms without the other’s prior written consent, except that either party may assign these Terms to a successor in connection with a merger, acquisition, or sale of substantially all its assets, on written notice to the other party. Any prohibited assignment is void.

13.3 Force Majeure. Neither party will be liable for any failure or delay caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, governmental action, labor disputes, internet or telecommunications failures, or third-party service outages.

13.4 Independent Contractors. The parties are independent contractors. These Terms do not create any agency, partnership, joint venture, or employment relationship.

13.5 Publicity. We may identify you as a Trivana customer and use your name and logo on our website and in marketing materials, subject to any branding guidelines you provide in writing. You may revoke this permission by written notice.

13.6 Entire Agreement. These Terms, together with any Order Form and the DPA, constitute the entire agreement between the parties on this subject and supersede all prior and contemporaneous agreements and understandings.

13.7 Modifications. We may modify these Terms by posting a revised version and providing notice (which may be by email or through the Services). Modifications are effective thirty (30) days after notice for material changes or immediately for non-material changes. Your continued use after the effective date constitutes acceptance. If a material change is materially adverse to you, you may terminate the affected subscription as your sole remedy by giving notice before the effective date.

13.8 Severability; Waiver. If any provision is held unenforceable, the remainder will continue in effect. No waiver is effective unless in writing.

13.9 No Third-Party Beneficiaries. These Terms do not confer any rights on any third party.