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Terms of Service

Last Updated:  January 7, 2026

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These Terms of Service (the "Agreement") constitute a binding contract between you ("Customer" or “You”) and TripleKey, Inc. ("TripleKey"). This Agreement governs your access to and use of the Services (as defined below).

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THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE SUBMIT BUTTON OR BY ACCESSING OR USING THE SERVICES (the "Effective Date"). BY CLICKING ON THE SUBMIT BUTTON OR BY ACCESSING OR USING THE CLOUD SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

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IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK THE SUBMIT BUTTON. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

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Notwithstanding anything else to the contrary herein, if Customer and TripleKey have separately executed a custom agreement for the Services, then those terms will apply in place of these terms, even if Customer would otherwise be deemed to have accepted an online version of these terms as set forth above.  Except as set forth above, there shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof.

1. SAAS SERVICES AND SUPPORT

  1. Subject to the terms of this Agreement, TripleKey will provide Customer the services that have been selected with this Agreement (collectively, the “Services”). This Agreement governs all transactions that may be entered into between TripleKey and Customer for the provision of the Services. As part of the registration process, Customer will identify an administrative username as a secure passwordless authentication method for Customer’s TripleKey account.  TripleKey reserves the right to refuse registration of or cancel usernames it deems inappropriate.
  2. Subject to the terms hereof, TripleKey will provide Customer with reasonable technical support services in accordance with TripleKey’s standard policies and practices.

2. RESTRICTIONS AND RESPONSIBILITIES

  1. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by TripleKey or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.  With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, TripleKey hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services. 
  2. Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.  As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.”  Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. 
  3. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with TripleKey’s standard published policies then in effect and all applicable laws and regulations. Although TripleKey has no obligation to monitor Customer’s use of the Services, TripleKey may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
  4. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”).  Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

3. CONFIDENTIALITY; PROPRIETARY RIGHTS

  1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).  Proprietary Information of TripleKey includes non-public information regarding features, functionality, and performance of the Service.  Proprietary Information of Customer includes non-public data, software and technology provided by Customer to TripleKey to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.  The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party, or (e) is required to be disclosed by law.  
  2. Customer shall own all right, title and interest in and to the Customer Data.  TripleKey shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements, or modifications thereto, (b) any software, applications, inventions, or other technology developed in connection with the Services or support, and (c) all intellectual property rights related to any of the foregoing.     
  3. Notwithstanding anything to the contrary, TripleKey shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, metadata concerning Customer Data and data derived therefrom), and  TripleKey will be free (during and after the Term hereof) to (i) use such data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other TripleKey offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
  4. Customer agrees that TripleKey will have no responsibility for any use of the data or other information generated as part of or otherwise related to Customer’s use of the Services in connection with professional or employment decisions, judgments, or any other actions or inactions with respect to an individual’s employment or alternative work status or relationship with Customer. TripleKey does not assume any responsibility for how such data is used. TripleKey shall have no liability for any conclusions or other analysis derived from such data.   

4. WARRANTY AND DISCLAIMER

TripleKey shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner.  Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by TripleKey or by third-party providers, or because of other causes beyond TripleKey’s reasonable control, but TripleKey shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.  HOWEVER, TRIPLEKEY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.  EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND TRIPLEKEY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

5. INDEMNITY 

You agree to indemnify, defend, and hold harmless TripleKey and its successors and assigns and all of their respective officers, directors, agents, employees, and affiliates from and against any claims, liabilities, damages, judgments, awards, losses, obligations, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to (i) your breach of this Agreement; (ii) your violation of any third party’s right, including, without limitation, any copyright, property right, or privacy right; or (iii) any claim that content provided by you caused damage or loss to a third party. This defense and indemnification obligation will survive your use of the Services and any termination of this Agreement.

6. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, INTENTIONAL BREACHES OF SECTION 3 (CONFIDENTIALITY; PROPRIETARY RIGHTS); CLAIMS PURSUANT TO SECTION 7 (INDEMNITY) OR INTENTIONAL VIOLATIONS OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY NOR ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND SUCH PARTY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO TRIPLEKEY FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. MODIFICATIONS TO TERMS OF SERVICE

TripleKey may modify this Agreement from time to time in its sole discretion. We will provide notice by, at a minimum, updating this posting. You are expected to carefully review this Agreement from time to time so you are aware of any changes. Any changes to this Agreement will be in effect as of the “Last Updated” date referenced at the top of this Agreement. Your continued use of the Services constitutes your binding acceptance to this Agreement, including any changes or modifications that we may make. If any part of this Agreement or any future changes to this Agreement are not acceptable to you, you must not use or access the Services.

8. MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.  This Agreement is not assignable, transferable or sublicensable by Customer except with TripleKey’s prior written consent.  TripleKey may transfer and assign any of its rights and obligations under this Agreement without consent.  This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.  No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind TripleKey in any respect whatsoever.  In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.  All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. All notices must be delivered to the parties at the contact information on the signature page of this Agreement until different contact information has been designated by notice to the other party.  This Agreement shall be governed by the laws of the State of Tennessee without regard to its conflict of laws provisions. Any claims or actions regarding or arising out of this Agreement must be brought exclusively in a court of competent jurisdiction sitting in Nashville, Tennessee, and each party to this Agreement submits to the jurisdiction of such courts for the purposes of all legal actions and proceedings arising out of or relating to this Agreement. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with TripleKey to serve as a reference account upon request.

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