Terms of Service

PLEASE READ THESE TERMS CAREFULLY BEFORE CLICKING ACCEPT

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These Terms form a legal agreement between your company and DNA SAAS LABS, LLC (t/a TrustNinja), a private company whose registered address is at 651 North Broad Street, 201 Middletown, DE 19709, United States for the service selected as part of the Registration.

For the purposes of these Terms you, as the individual completing Registration, are the ‘Super Admin User’ and the company you represent is the ‘Client’. Reference to the "parties" is a reference to TrustNinja and the Client.

ACCEPTANCE OF TERMS

BY ACCEPTING THESE TERMS, COMPLETING THE REGISTRATION PROCESS AND USING THE SERVICE, YOU AGREE ON BEHALF OF YOURSELF AND YOUR COMPANY TO THE TERMS BELOW. IF YOU DO NOT AGREE WITH THESE TERMS, OR DO NOT HAVE THE AUTHORITY TO BIND YOUR COMPANY, PLEASE CONTACT OUR TEAM ON [support@trustninja.io].

IN AGREEING TO THESE TERMS YOU ARE BINDING THE CLIENT TO THE CONTRACT AND YOU WARRANT AND REPRESENT THAT YOU ARE AN AUTHORISED REPRESENTATIVE OF THE COMPANY STATED IN THE REGISTRATION AND THAT YOU HAVE POWER AND AUTHORITY TO BIND THEM TO THESE TERMS. YOU FURTHER WARRANT AND REPRESENT THAT ALL INFORMATION PROVIDED AS PART OF THE REGISTRATION IS TRUE AND ACCURATE TO THE BEST OF YOUR KNOWLEDGE.

We license use of the TrustNinja Software to your company on the basis of these Terms and the information provided during Registration. We do not sell the Software to you or your company. We remain the owners of the Software, the Service and the Dashboard and all Intellectual Property Rights therein at all times.

BY CLICKING ON THE "ACCEPT" BUTTON BELOW YOU AGREE TO THE CONTRACT WHICH WILL BIND YOUR COMPANY ACCORDINGLY. THESE TERMS INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CLAUSE 11.

IF YOU DO NOT AGREE TO THE TERMS, YOU MUST NOT CLICK THE "ACCEPT" BUTTON BELOW AND YOU MAY NOT USE OR ACCESS TRUSTNINJA’S SERVICES.

You should print a copy of these Terms for future reference.

TRUSTNINJA TERMS AND CONDITIONS OF USE

1. Interpretation

The definitions and rules of interpretation in this clause apply in these Terms.

  • "Admin User" means the users, including the Super Admin User, permitted under the pricing option selected at Registration who are authorised by the Client to access and use the Services.
  • "Business Hours" means from 08:00 to 18:00 (United Kingdom time) Monday to Friday (excluding public holidays).
  • "Client" means the company or organisation stated in the Registration.
  • "Confidential Information" means all information disclosed by a party relating to business, affairs, customers, product plans, or software (including source code) of the disclosing party.
  • "Contract" means the agreement between TrustNinja and the Client comprising these Terms, TrustNinja’s Privacy Policy, and Registration info.
  • "Dashboard" means the dashboard by means of which an Admin User can manage the Services.
  • "Fees" means the fees payable by the Client to TrustNinja for the Services in accordance with clause 7.
  • "Intellectual Property Rights" means all patents, copyrights, trademarks, domain names, and rights in computer software or databases.
  • "Maintenance Release" means a release of the Software that corrects faults or adds functionality.
  • "New Version" means any new version of the Software publicly marketed by TrustNinja as a new product.
  • "Payment Period" means the monthly period selected during Registration.
  • "TrustNinja" means DNA SAAS LABS, LLC (t/a TrustNinja), 651 North Broad Street, 201 Middletown, DE 19709, United States.
  • "TrustNinja’s Privacy Policy" means the policy accessible at https://www.trustninja.io/privacy.
  • "Registration" means the successful registration of an account by a Super Admin User.
  • "Services" mean the online rating services described at https://www.trustninja.io/.
  • "Software" means the software as a service provided by TrustNinja.
  • "User Data" means any material owned by the Client or Admin Users uploaded to the Services.

2. Term

    2.1 This Contract shall commence on the Start Date.

    2.2 Trial Period: The Client may be granted a Trial Period. Either party may terminate this Contract via the Dashboard at any time during the Trial Period, taking effect at the end of said period.

    2.3 Renewal: Following the Trial Period, this Contract shall continue until terminated. Either party may terminate via the Dashboard, taking effect at the end of the relevant Payment Period.

3. Licence

    3.1 Grant: TrustNinja grants the Client a limited, non-exclusive, non-transferable, revocable licence to use the Services for internal business purposes, limited to the number of Admin/Reviewed Users selected.

    3.2 Changes/Suspension: TrustNinja may change or temporarily suspend parts of the Services for technical or legal reasons. We will give as much notice as reasonably possible for material changes.

    3.3 Data Collection: TrustNinja may collect usage data to maintain, support, and improve the Services, and to develop analytics/insights.

    3.4 Restrictions: Client will not:

    • Reverse engineer or decompile the Software.
    • Modify or create derivative works.
    • Use the Services for timesharing or service bureau purposes.
    • Extract or "scrape" data via automated systems without a written licence.
    • Access the Services to build a competitive product.

    3.5 Assignment: The Client shall not sub-license or assign these rights without prior written consent from TrustNinja. TrustNinja may assign its rights at any time upon notice.

4. Admin User Obligations

    4.1 The Client is responsible for maintaining the confidentiality of usernames and passwords and is liable for all activity occurring under them.

    4.2 Content Standards: The Client shall ensure User Data does not contain libellous, obscene, or infringing material, or any malicious code (viruses, trojans, etc.).

    4.3 Departures: If an Admin User or Reviewed User leaves the Client, the Client must notify TrustNinja immediately to disable the account.

5. Relationship Management

5.1 The Super Admin User serves as the primary business contact. TrustNinja is entitled to rely on instructions or account upgrades requested by the Super Admin User.

6. Support and Maintenance

    6.1 TrustNinja provides first-level email support and Dashboard assistance during Business Hours.

    6.2 Updates: Maintenance Releases are deployed automatically and will not adversely affect existing functions.

7. Fees

    7.1 Payment: Fees are paid via direct debit in advance of each Payment Period. Upgrades are billed immediately for the remainder of the period.

    7.2 Late Payment: If the Client fails to pay by the due date, TrustNinja may pause or cease providing the Services.

    7.3 Variation: TrustNinja may vary Fees with 30 days' notice, though not more than once in any 12-month period (unless due to requested changes or third-party costs).

8. Confidentiality and Publicity

    8.1 Each party shall keep the other's Confidential Information strictly confidential.

    8.2 Disclosure: Information may be disclosed to representatives who "need to know" for contract performance, or where required by law.

    8.3 Publicity: The Client permits TrustNinja to name the Client (legal entity name only) in its general customer list.

9. TrustNinja’s Warranties

    9.1 TrustNinja warrants that it has the right to license the use of Software as set out in this Contract.

    9.2 Security: TrustNinja shall implement industry-standard technical measures within the Software to protect against unauthorised access, accidental loss, or destruction of data.

    9.3 Backups: TrustNinja shall back up data in accordance with industry-standard procedures. In the event of data loss, the Client’s sole and exclusive remedy shall be for TrustNinja to use reasonable commercial endeavours to restore the data from the latest available backup.

    9.4 Performance: TrustNinja undertakes to perform the Services substantially in accordance with good industry practice and reasonable skill and care.

    9.5 Disclaimer: The Client acknowledges that the Services have not been developed to meet individual requirements. TrustNinja does not warrant that:

    • Output will be 100% accurate or complete.
    • Availability will be uninterrupted or error-free.
    • The Service will meet any particular criteria of performance or quality.

10. Audit

10.1 Where TrustNinja has a reasonable suspicion of a breach, the Client shall permit TrustNinja (and nominated advisers) to inspect premises, hardware, and records during Business Hours to ensure compliance.

10.2 If an audit identifies underpaid Fees, the Client shall pay the deficit plus reasonable audit costs within fourteen (14) days of invoice.

11. Limits of Liability

11.1 Exclusions: Except as stated in 11.2, TrustNinja shall not be liable for:

  • Special, indirect, or consequential damage.
  • Loss of profits, business opportunity, or goodwill.
  • Loss or corruption of data.

11.2 Liability Cap: The total liability of TrustNinja shall in no circumstances exceed the Fees paid by the Client during the six (6) month period immediately preceding the date the cause of action arose.

11.3 Non-Excludable Liability: Nothing in these terms excludes liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.

12. Branding

12.1 The Client grants TrustNinja a non-exclusive, royalty-free licence to use and display its trademarks on TrustNinja’s website and marketing materials. All goodwill derived from this use accrues to the Client.

13. Intellectual Property Rights

13.1 All Intellectual Property Rights in the Services (including Software and Maintenance Releases) belong to TrustNinja (or its licensors).

13.2 IP Defence: TrustNinja will defend the Client against third-party claims alleging that the Software infringes Intellectual Property Rights, provided the Client notifies TrustNinja promptly and provides full cooperation.

14. Data

14.1 Ownership: Intellectual Property Rights in User Data remain with the Client. TrustNinja or its licensors retain ownership of any Third Party Data.

14.2 Usage Licence: The Client grants TrustNinja a worldwide licence to host, use, and process User Data to provide the Service and fulfill contractual obligations.

14.3 Anonymisation: The Client grants TrustNinja a perpetual licence to use User Data on an anonymous, aggregated basis for analytics and improvement. Ownership of this aggregated data belongs to TrustNinja.

14.4 DPA: Processing of Personal Data is governed by the Data Processing Addendum (DPA) located at trustninja.io/dpa, which is incorporated here by reference.

15. Termination

5.1 Immediate Termination: Either party may terminate if the other fails to pay within 14 days of notice, commits an irremediable material breach, or undergoes an Insolvency Event.

15.2 Post-Termination:

  • All rights granted to the Client cease.
  • The Client must immediately pay all outstanding Fees.
  • TrustNinja will, upon written request within 30 days, provide one backup copy of User Data (subject to reasonable fees). TrustNinja may delete all User Data 60 days after termination.

16 – 25. General Terms

  • 18. Entire Agreement: This Contract is the whole agreement and supersedes all prior arrangements.
  • 19. Variation: Only TrustNinja is entitled to update these Terms via 30 days' notice or Dashboard notification.
  • 25. Notices: Notices must be in writing or via the Dashboard. Written notices are deemed served on delivery or 5 days after posting.

26. Governing Law and Jurisdiction

26.1 This Contract is governed by and construed in accordance with the law of South Africa.

26.2 The parties irrevocably agree that the courts of South Africa shall have exclusive jurisdiction over any disputes.

27. Third Party Additional Terms

27.1 The Client must comply with all Third Party Additional Terms notified by TrustNinja. TrustNinja is not liable for errors or defects in data provided by third-party suppliers.

28. Value Added Reseller Agreement

PLEASE READ CAREFULLY: This section applies if you are registering as a Reseller.

  • Appointment: Resellers are appointed on a non-exclusive basis to combine TrustNinja Services with their existing products.
  • Restriction: You are NOT permitted to sell the TrustNinja service directly without it forming part of your own existing product.
  • Support: Contact support@trustninja.io for reseller-related queries.
  • EULA: Resellers must ensure their Customers agree to the TrustNinja EULA at https://www.trustninja.io/tos.

28.1 Interpretation & Appointment

  • Company Rights: Subject to final Registration, TrustNinja grants the Reseller the non-exclusive, non-transferable, and revocable right to integrate or redistribute TrustNinja Services as part of their "Combined Services."
  • Exclusivity: The Reseller shall not purchase TrustNinja Services from any other party or create products that compete with TrustNinja during the Term.
  • Status: The Reseller may describe itself as an "Authorised Reseller" but is not an agent and cannot pledge TrustNinja’s credit or make unauthorized warranties.

29. Reseller's Undertakings

The Reseller agrees to:

  • Promotion: Use best endeavours to promote and solicit orders for the Combined Services.
  • EULA Compliance: Ensure all customers accept the TrustNinja EULA (https://www.trustninja.io/tos) before using the service.
  • Reporting: Submit monthly reports detailing sales, current clients, and prospective leads.
  • Auditing: Keep full books of account and allow TrustNinja (or nominated auditors) to inspect records upon reasonable notice.

30. Access to Services and Data

  • Suspension: TrustNinja may immediately suspend the Reseller’s rights if a breach is suspected, or disable access entirely during a cyber/security incident to protect users.
  • Restrictions: The Reseller shall not:
    • Attempt to de-compile, reverse engineer, or duplicate the Software.
    • Use the Software to build a competing product.
    • Resell the Software directly without it being part of the "Combined Services."
  • Data Responsibility: The Reseller is responsible for the legality and integrity of Reseller and Customer Data. TrustNinja is licensed to use this data for service performance and as outlined in the Privacy Policy (https://www.trustninja.io/privacy).

31. Service & Support Obligations

  • Availability: TrustNinja will use commercially reasonable efforts to make the service available 24/7, excluding planned maintenance.
  • Support: TrustNinja provides standard support during UK Business Hours as defined in the EULA.
  • Disruption: TrustNinja is not liable for unavailability due to technical issues, market conditions, or acts of God.

32. Prices and Payment

  • Currency: All payments shall be made in United States Dollars.
  • Invoicing: TrustNinja will invoice immediately upon registration for the relevant Payment Period.
  • Taxes: The Reseller is responsible for all collection and payment of local taxes, levies, and import duties.

33. Advertising and Intellectual Property

  • Trademarks: The Reseller is granted a revocable licence to use TrustNinja Trade Marks for promotion, provided all materials are approved by TrustNinja in writing.
  • Ownership: All Intellectual Property Rights in the Software and Trade Marks remain vested in TrustNinja. The Reseller shall not do anything to invalidate these rights.

34. Anti-Bribery & Compliance

  • Relevant Requirements: The Reseller must comply with all applicable anti-bribery and anti-corruption laws.
  • Material Breach: Any breach of anti-bribery clauses is considered an irredeemable material breach, leading to immediate termination.

35. Termination & Effects

  • Notice: Either party may terminate with 90 days' written notice.
  • Immediate Termination: TrustNinja may terminate immediately if the Reseller:
    • Fails to pay within 14 days of notice.
    • Attempts to compete with or circumvent TrustNinja.
    • Undergoes a change of control or Insolvency Event.
  • Post-Termination: The Reseller must stop combining the services, return all promotional materials, and destroy all media containing TrustNinja Software.

36. Governing Law

  • Jurisdiction: This agreement is governed by the laws of South Africa, and the parties submit to the exclusive jurisdiction of South African courts.

37. Entire Agreement

37.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances, and understandings between them, whether written or oral, relating to its subject matter.

37.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this agreement.

37.3 Nothing in this clause shall limit or exclude any liability for fraud.

38. Variation

38.1 TrustNinja may modify the provisions of this agreement on providing no less than 30 days written notice to the Reseller. The Reseller may not vary this agreement unless it is in writing and signed by both parties.

39. Assignment

39.1 The Reseller shall not, without the prior written consent of TrustNinja, assign, transfer, mortgage, charge, sub-contract, or deal in any other manner with its rights or obligations under this agreement.

39.2 TrustNinja may at any time assign, mortgage, charge, subcontract, or delegate any or all of its rights and obligations, provided that it gives prior written notice to the Reseller.

40. No Partnership or Agency

40.1 Nothing in this agreement is intended to establish any partnership or joint venture between the parties, nor authorise any party to make commitments for or on behalf of any other party (except as expressly provided in Clause 2).

40.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

41. Third Party Rights

41.1 No one other than a party to this agreement (and their successors and permitted assignees) shall have any right to enforce any of its terms.

42. Rights and Remedies

42.1 The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

43. Notices

43.1 Any notice given under this agreement shall be in writing and shall be:

  • Delivered by hand or by pre-paid next working day delivery service to the registered office.
  • Sent by email to the addresses provided on Registration.

43.2 Deemed Receipt:

  • Hand delivery: At the time the notice is left at the proper address.
  • Post: At 9:00 am on the second Business Day after posting.
  • Email: At the time of transmission (or when Business Hours resume if sent outside of Business Hours).

44. Governing Law

44.1 This agreement and any disputes or claims arising out of it (including non-contractual disputes) are governed by and interpreted in accordance with the laws of South Africa.

45. Jurisdiction

45.1 The parties irrevocably agree that the courts of South Africa have exclusive jurisdiction to settle any disputes or claims arising out of or in connection with this agreement.