Thank you for using the Tribexa services (including this website, www.tribexa.com, and any and all web-based applications, and any other tools, products, or services provided by Tribexa Inc. that link to or reference these Terms) (collectively, the “Solution”). The Solution are provided by Tribexa Inc. (“Tribexa,” “we” “our,” or “us”), a Delaware corporation.

These User Terms of Service (these “Terms”) form a legally binding agreement and apply to actual or potential investors, including individuals, trusts and other entities, of the Customer (as defined below) and to the representatives of such investors, including without limitation legal, financial and tax advisors, and any other such users accessing the Solution under a User’s account (each such investor or its representatives, an “User”). “The Customer” means a company using the Solution to manage certain corporate, financial, investor, investment and/or other related information. “You” or “Your” means the User agreeing to these Terms. User and any Customer or other investors may be parties to other agreements now or in the future, including without limitation non-disclosure agreements, letters of intent, voting agreements, agreements for the purchase of securities and/or operating agreements.  Tribexais not and shall not be a party to such agreements and shall have no responsibility or liability whatsoever arising from such agreements.

By using our Solution, or clicking on a button or a checkbox in the Solution indicating agreement or acceptance of these Terms, You are agreeing to these Terms.  If You are using our Solution on behalf of a User or another business or employer, You are accepting these Terms on their behalf, and that User, business or employer agrees to be bound by these Termsas if they accepted the Terms directly. You represent and warrant that you have all right and authority necessary to bind such User, business or employer to these Terms. Please read them carefully.  Our Solution is diverse, as such, additional terms or product requirements (including age requirements) may apply. If additional terms or conditions are available with or applicable to the relevant Solution, then those additional terms shall become part of Your agreement with us if You use those Solution.  By accessing or using the Solution, You intend and agree to be legally bound by these Terms.  You may wish to print or save a local copy of the Terms for Your records.

You acknowledge and agree that these terms of service limit our liability and that you are releasing Tribexa from various claims in section 6 and 7 below. These terms also contain a binding arbitration provision in section 10 that affect your rights under these terms with respect to the Solution.

Using our Services

1. You must follow any policies made available to You within the Services.

   Using our Solution does not give You ownership of any intellectual property rights in our Solution or the content You access through them (“Content”). You may not use Content, except as permitted in these Terms, by its owner, or as otherwise permitted by law. These Terms do not grant You the right to use any branding or logos used in our Solution, including the Tribexa name and logo. Don’t remove, obscure, or alter any legal notices displayed in or along with our Solution or in documents downloaded from the Solution.

   Our Solution display some Content that may not be our own.  For example, Content belonging to You, the Customer, to other Users, or to other third-parties (collectively, “Third-Party Content”).  Third-Party Content includes all User Information (as defined in Section 4 below) and all information provided by or on behalf of the Customer. We are not responsible for, and You waive all of Tribexa’s liability with respect to, Third-Party Content. Third-Party Content is the sole responsibility of the individual or entity that makes it available through the Solution. Tribexa may review, but are in no way required or obligated to review, Third-Party Content to determine whether it is illegal or violates our policies, and we may remove or refuse to display Third-Party Content that we believe violates our policies or the law.
   In connection with Your use of the Solution, Tribexa may send You service announcements, administrative messages, and other information. You may opt out of our marketing emails by clicking on the “unsubscribe” link in marketing e-mails or texting “Stop” in response to text messages. Please be aware that there may be a brief period before Tribexa is able to process Your opt-out.

   Some of our Solution are available on mobile devices or may utilize SMS/iMessage, which may cause You to incur SMS or data charges with Your wireless provider. Tribexa has no control over any such charges, and if You do not wish to be charged, You should stop using the mobile or SMS/iMessage features (as applicable). When You send SMS/iMessage messages using the Solution, You represent and warrant You have the recipient’s prior consent to send such messages.

2. Your Account

   You may need an account in order to use the Solution. If You create Your own account, You agree that all registration information You give us is be accurate, complete and shall remain current.  If Your account has been assigned to You by an administrator, such as Your employer, different or additional terms may apply and Your administrator may be able to access or disable Your account.  You will timely notify us of any changes to any of the foregoing information.  You are responsible for controlling access to any PCs, mobile devices, or other end points that You allow to store Your Solution password, or on which You enable a “Remember Me” or similar functionality (“Activated Device”). Accordingly, You agree that You will be solely responsible for all activities that occur under Your Solution accounts, including the activities of any individual with whom You share Your Solution account or an Activated Device.

   To protect Your account, keep Your password confidential. You are responsible for the activity that happens on or through Your account. If You learn of any unauthorized use of Your password, please contact us at contact@tribexa.com.

3. Privacy and Feedback

   Our Privacy Policy explains how Tribexa treats Your personal information and protect Your privacy when You use our Solution. By using our Solution, You agree that Tribexa can collect, use, and share data from You as described in our Privacy Policy. Tribexa is not responsible for any information or Content that You share with others via Your use of the Solution.  You assume all privacy, security, and other risks associated with providing any information, including personally identifiable information, to other users of the Service. 

   If You submit feedback or suggestions about our Solution, You agree that Tribexa may use Your feedback or suggestions without obligation to You.

4. Content You Submit or Share

   You may submit, upload, and share contact information, financial information, and other information or content to or through the Solution (“User Information”), and in doing so You must follow these Terms and the rules and policies referenced in these Terms. You retain ownership of any intellectual property rights that You hold in User Information. In short, what belongs to You stays Yours.

   When You upload, submit, or otherwise share User Information to or through our Solution, You give Tribexa (and those with which we work) a royalty-free, worldwide license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes we make so that User Information works better with our Solution), communicate and distribute User Information. The rights You grant in this license are for the limited purpose of operating and improving our Solution, and to develop new ones. This license continues even if You stop using our Solution.  You are responsible for ensuring that You have the necessary rights to grant us this license for any content that You submit to our Solution.

   Tribexa may also use User Information for the purpose of creating anonymized and aggregated data sets (“Analytics”), provided that when doing so, we will use Analytics in a way that does not identify You or the Customer.  Tribexa own all right, title and interest in and to Analytics.

   If our agreement with the Customer terminates for any reason, Tribexa will continue making Content available to you for approximately three (3) years after the date of termination.  Prior to termination of the applicable agreement with the Customer, if you wish to delete any User Information in the Solution or require any other technical or support or assistance with the Solution, you may contact the applicable Customer.    

   After our agreement with the Customer terminates, Tribexa will provide commercially reasonable technical support to User during Tribexa’s normal business hours, and Tribexa will use commercially reasonable efforts to troubleshoot and diagnose verifiable reproducible defects in the Solution reported during such times; however, Tribexa does not guarantee that defects or errors will be resolved within a particular time period. Tribexa does not provide legal, accounting, investment or other professional advice, whether before or after our agreement with the Customer terminates.  

   After termination of our agreement with the Customer, Content, including User Information, will be in a read-only state. You may request that Tribexa delete any of User Information that You submit to the Solution by sending us an email at contact@tribexa.com.  Subject to our data retention policies and obligations, to the extent within our control, Tribexa will remove User Information from public display and mark it for future deletion if permitted by applicable law; however, it may persist in backup or residual copies for a reasonable period of time (but will not be available to other users through the Solution). For purposes of clarification, once You submit or share User Information with others via the Solution (e.g., other users or third-parties), Tribexa no longer has control over those portions of User Information and will not be able to delete it or prevent them from using it.

   After approximately three (3) years from the date of termination of our agreement with an applicable Customer, Tribexa will terminate Your access to the Solution and delete Content, subject to our retention policies and applicable law.  However, Tribexa will make commercially reasonable efforts to notify You, such as by email or through the Solution, at least thirty (30) days prior to terminating Your access to the Solution and provide you with an opportunity to download such Content.

   You represent and warrant that User Information is true, accurate, not defamatory, and does not misappropriate or infringe any third-parties’ intellectual property or privacy rights, or any other proprietary right of any third-party.

   You agree that You will not use the Services to:

   • Violate any law, regulation, the rules of any securities exchange or a third-party’s rights;
   • Submit excessive or unsolicited commercial messages or spam any users;
   • Submit malicious content or viruses;
   • Solicit other people’s login information, credit card numbers, or other sensitive information;
   • Harass or bully other users; or
   • Post content that is hate speech, threatening or pornographic, that incites violence or that contains nudity or graphic or gratuitous violence.

5. Modifying and Terminating our Services

   Tribexa is constantly changing and improving our Solution. We may add or remove functionalities or features, and Tribexa may suspend or stop a Service altogether, at any time, without any notice or liability.

   Sections 6 – 10 will survive termination or expiration of these Terms indefinitely.

6. Our Warranties and Disclaimers

   Neither Tribexa nor its affilates, licensors, suppliers, or distributors make any specific promises about the Solution or Third-Party Content or services. For example, we do not make any commitments about the content within the Solution OR Third-Party Content or services, the specific functions of the Solution or Third-Party Content or services, or the reliability or availability of the Solution or Third-Party Content or services, or the ability of the Solution or Third-Party Content or services to meet your needs. Tribexa also does not make any warranties or commitment relating to non-infringement, freedom from viruses or other harmful code, or error-free or uninterrupted operations in connection with the Solution or Third-Party Content or services. We provide the Solution and all information or content provided through the Solution “as-is.” any integration Tribexa provides with Third-Party Content or services is provided on an “as-is” basis and we shall have no responsibility or liability whatsover for Third-Party Content or services.

   We do not provide legal, accounting, investment or other professional advice. always consult with a qualified professtional.

   The Solution is intended to help Customers and/or users provide and access information which is needed to comply with certain applicable federal and state legal and regulatory requirements to which Customers and/or users are subject, including without limitation certain U.S. Securities and Exchange Commission Regulations, Know-Your-Customer Regulations, Anti-Money Laundering Regulations and state “Blue Sky” Laws (collectively, “Applicable Laws”), by aggregating, organizing and presenting Customer information, investor information, or any other information provided by or on behalf of customers and/or Users (“Reports”).  However, use of the Solution does not ensure compliance with Applicable Laws or any other laws or regulations. Customers and Users are solely responsible, and the Tribexa Group (as defined below) shall have no responsibility or liability whatsover, for an Customer’s or User’s compliance with Applicable Laws, including without limitation any requirement to timely disclose information to Customers or to timely submit any filings, information or reports to any regulatory body or other third-party.  The Tribexa Group merely provides tools for its Users to exchange and access this information and does not review it for compliance or sufficiency.

   Tribexa and its affiliates, and its and their respective managers, directors, officers, members, shareholders, employees, and agents (collectively, the “Tribexa Group“) shall have no responsibility or liability whatsoever for any error or inaccuracy in, or incompleteness of, any Customer information, User information, reports or other information provided to, or made available by, the Solution.

   Some jurisdictions provide for certain warranties, like the implied warranty of merchantability, fitness for a particular purpose and non-infringement. To the extent permitted by law, Tribexa disclaims all warranties.

   You and your heirs, successors, and assigns hereby forever irrevocably release, discharge, and hold harmless the Tribexa Group and any successors and assigns (collectively, “Released Parties”) from, and agree not to sue any released party for, any liabilities, claims, obligations, suits, actions, demands, expenses, and damages whatsoever (collectively, “Liabilities”) that you may have against any Released Party whether existing now or in the future, whether known or unknown, arising out of or in connection with your, or a third-party’s, conduct related to use of the Solution.  You understand and acknowledge that the foregoing sentence releases and discharges all liabilities, whether or not they are currently known to you, and you waive your rights under california civil code section 1542. You understand the meaning of California Civil Code section 1542, which reads as follows: “a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” By agreeing to these terms and this waiver, you assume all risk arising from yet unknown claims.

7. Liability for our Services

   To the extent not prohibited by law, the Tribexa Group and its licensors, suppliers, and distributors, will not be responsible for lost profits, revenues, or data, financial losses or indirect, special, consequential, exemplary, or punitive damages.

   To the extent not prohibited by law, the total liability of the Tribexa Group and its licensors, suppliers, and distributors, for any and all claims under these terms or relating to your use of the Solution, including for any implied warranties, is limited to the amount you paid us to use the Solution (or, if we choose, to supply you the Solution again) in the twelve months preceding the earliest event giving rise to such claims.

   In all cases relating to providing you the Solution, the Tribexa Group and its licensors, suppliers, and distributors, will not be liable for any loss or damage that is not reasonably foreseeable or that is due to events outside of our reasonable control, such as wars, criminal activities, storms, natural disasters, acts of government, supply interruptions, or telecommunication or internet failures.

8. Indemnification

   User hereby agree to indemnify, defend, and hold harmless Tribexa and its affiliates, and its and their predecessors, successors, and assigns, and its and their respective managers, directors, officers, members, shareholders, employees, agents, representatives, partners, and contractors from and against all claims, proceedings, demands, investigations, losses, expenses, fines, penalties, damages and costs (including, but not limited to, reasonable attorneys’ fees), resulting from or arising out of (i) Your actual or alleged breach of these Terms, (ii) any Content (including, but not limited to, User Information) made available to or through the Solution, or (iii) Your use or misuse of the Solution or any Third-Party Content or services accessed through the Solution.  However, User will not be responsible for claims, damages, and costs which are found by a court of competent jurisdiction to have arisen solely from our violation of applicable law (excluding Applicable Laws).

9. About these Terms

   Tribexa may modify these Terms or any additional terms that apply to a Service for any reason, for example, to reflect changes to the law or changes to our Solution. You should look at the Terms regularly and the “Last Updated” date at the beginning of these Terms. We’ll use reasonable efforts to give You notice of these modifications, such as posting notice of modifications to these Terms on this web page, through the Solution, or via email. By continuing to use the Solution after Tribexa make these modifications, You agree that You will be subject to the modified Terms. If You do not agree to the modified terms, You should discontinue Your use of that Service.

   If there is a conflict between these Terms and any additional terms for the Solution, the additional terms will control for that conflict.

   These Terms control the relationship between Tribexa and You. They do not create any third-party beneficiary rights. Any failure to enforce a provision of these Terms shall not constitute a waiver therof or any other provision. If it any particular term is deemed uneforceabe, the unenforceability of such provision shall not affect the other provisions hereof, but these Terms shall be construed as if such unenforceable provision had never been contained herein.
   The laws of the United States and the State of Delaware, excluding Delaware’s conflict of laws rules, will apply to any disputes arising out of or relating to these terms or the Solution. Subject to Section 10 below, exclusive jurisdiction and venue for the adjudication of any disputes relating to this Agreement shall be in the state and federal courts (including the appellate courts) having jurisdiction for Wilmington, DE, and the parties hereby consent to the jurisdiction and venue of such courts.  Service of process may be made electronically by email to notices@tribexa.com.

   You may not assign or delegate Your rights or obligations relating to these terms or Your account for the Solution without our prior written consent.  We may assign these terms or assign or delegate any of our rights or obligations at any time.  

   For information about how to contact Tribexa, please email us at contact@tribexa.com.

   Notices to Tribexa under these Terms shall be sent by email to notices@tribexa.com.

10. Binding Arbitration

    Without limiting Your waiver and release in Section 6, You agree to the following:

    1. Purpose. Any and all Disputes (as defined below) involving You and Tribexa will be resolved through individual arbitration. In arbitration, there is no judge or jury and there is less discovery and appellate review than in court. This Section 10 (the “Arbitration Provision”) shall be broadly interpreted. Notwithstanding anything to the contrary in these Terms, this Section 10 does not apply to an action by either party to enjoin the infringement or misuse of its intellectual property rights, including copyright, trademark, patent or trade secret rights.
    2. Definitions. The term “Dispute” means any claim or controversy related to the Solution, including but not limited to any and all: (1) claims for relief and theories of liability, whether based in contract, tort, fraud, negligence, statute, regulation, ordinance, or otherwise; (2) claims that arose before these Terms or any prior agreement; (3) claims that arise after the expiration or termination of these Terms; and (4) claims that are currently the subject of purported class action litigation in which You are not a member of a certified class.  As used in this Arbitration Provision, “Tribexa” means Tribexa and any of its affiliates and each of their respective officers, directors, employees and agents, and “You” means You and any users or beneficiaries of Your access to the Solution.
    3. Initiation of Arbitration. Proceeding/Selection of Arbitrator. The party initiating the arbitration proceeding may open a case with JAMS, formerly Judicial Arbitration and Mediation Services, Inc., (“JAMS”) by visiting its website (www.jamsadr.com) or calling its toll-free number (1-800-352-5267). You may deliver any required or desired notice to Tribexa by email to notices@tribexa.com.
       
    4. Right to Sue in Small Claims Court. Notwithstanding anything in this Arbitration Provision to the contrary, either You or Tribexa may bring an individual action in a small claims court in the area where You access the Solution if the claim is not aggregated with the claim of any other person and if the amount in controversy is properly within the jurisdiction of the small claims court.
    5. Arbitration Procedures. This Arbitration Provision shall be governed by the Federal Arbitration Act. Arbitrations shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) as modified by the version of this Arbitration Provision that is in effect when You notify Tribexa about Your Dispute. You can obtain the JAMS Rules from the JAMS by visiting its website (www.jamsadr.com) or calling its toll-free number (1-800-352-5267). If there is a conflict between this Arbitration Provision and the rest of these Terms, this Arbitration Provision shall govern. If there is a conflict between this Arbitration Provision and the JAMS rules, this Arbitration Provision shall govern. If JAMS will not administer a proceeding under this Arbitration Provision as written, the parties shall agree on a substitute arbitration organization. If the parties cannot agree, the parties shall mutually petition a court of appropriate jurisdiction to appoint an arbitration organization that will administer a proceeding under this Arbitration Provision as written applying the JAMS Rules. A single arbitrator will resolve the Dispute. Unless You and Tribexa agree otherwise, any arbitration hearing will take place in Wilmington, DE. The arbitrator will honor claims of privilege recognized by law and will take reasonable steps to protect customer account information and other confidential or proprietary information. The arbitrator shall issue a reasoned written decision that explains the arbitrator’s essential findings and conclusions. The arbitrator’s award may be entered in any court having jurisdiction over the parties only if necessary for purposes of enforcing the arbitrator’s award. An arbitrator’s award that has been fully satisfied shall not be entered in any court.
    6. Waiver of Class Actions and Collective Relief. There shall be no right or authority for any claims to be arbitrated or litigated on a class action, joint or consolidated basis or on bases involving claims brought in a purported representative capacity on behalf of the general public (such as a private attorney general), Customers, users, the representatives of Customers or Users, or any other persons. The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that individual party’s claim. The arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
    7. Arbitration Fees and Costs. The payment of the JAMS fees and costs will be governed by the JAMS Rules. However, if the arbitrator finds that Your Dispute was frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), the payment of the JAMS’s fees and costs shall be governed by the JAMS Rules and You shall reimburse Tribexa for all fees and costs that were Your obligation to pay under the JAMS Rules. You may hire an attorney to represent You in arbitration. You are responsible for Your attorneys’ fees and additional costs and may only recover Your attorneys’ fees and costs in the arbitration to the extent that You could in court if the arbitration is decided in Your favor. Notwithstanding anything in this Arbitration Provision to the contrary, Tribexa will pay all fees and costs that it is required by law to pay.
    8. Severability and Waiver of Jury Trial. If any part of subsection (f) of this Arbitration Provision is found to be illegal or unenforceable, the entire Arbitration rovision will be unenforceable and the Dispute will be decided by a court. Whether in court or in arbitration, you and Tribexa agree to waive the right to a trial by jury to the fullest extent allowed by law. If any other clause in this Arbitration Provision is found to be illegal or unenforceable, that clause will be severed from this Arbitration Provision and the remainder of this Arbitration Provision will be given full-force and effect.
    9. Continuation. This Arbitration Provision will survive the termination or expiration of these Terms.