Legal Center
End-User Terms of Service
(FOR CUSTOMER SALES INVOLVING A TRUSTARC PARTNER)
These End-User Terms of Service (“End-User Terms”) apply to your use of Solutions (defined below) where purchased from or invoiced through one of TrustArc’s (defined below) authorized partners.
These End-User Terms are a legal agreement between the person or organization agreeing to them (“Customer,” “you,” or “your”) and TrustArc Inc. (“TrustArc,” “us,” “we,” or “our”). By accepting these End-User Terms and/or using the Solutions, you represent that you are of legal age and have the authority to bind Customer to these End-User Terms, including all referenced documents and policies. If your affiliates use our Solutions, you represent and warrant that you have the authority to bind those affiliates and agree that you will be liable if your affiliates do not comply with these End-User Terms.
1. USE OF THE SOLUTIONS.
1.1. Use of the Solutions. We hereby grant you a limited right to use our Solutions only for business and professional purposes as permitted in these End-User Terms. As used herein, “Solutions” means any of our commercially available software-as-a-service offerings described at www.trustarc.com, but in any case, as described in an applicable Purchase Order by and between RESELLER and Customer for the purchase of TrustArc Solutions. You shall be responsible for (a) any assigned users compliance with this these End-User Terms and any orders issued hereunder, (b) maintaining the confidentiality of usernames, passwords and other account information (as applicable); (c) obtaining and maintaining any customer equipment and any ancillary services needed to connect to, access or otherwise use the Solutions; (d) the accuracy and quality of Customer Data and the means by which you acquired it; (e) ensuring that users use the Solutions only in accordance with (i) any supplied or made-available documentation, and (ii) all applicable laws and government regulations.
1.2. Limitations on Use. You agree not to: (i) modify, prepare derivative works of, or reverse engineer our Solutions; (ii) knowingly or negligently use our Solutions in a way that abuses or disrupts our networks, user accounts, or the Solutions; (iii) transmit through the Solutions any harassing, indecent, obscene, or unlawful material, which includes conducting any actual or attempted illegal or fraudulent activities; (iv) market or resell the Solutions to any third party; (v) use the Solutions in violation of applicable laws or regulations; (vi) use the Solutions to send unauthorized advertising or spam; (vii) harvest, collect, or gather user data without lawful basis (e.g., consent); (viii) transmit through the Solutions any material that may infringe the intellectual property, privacy, or other rights of third parties; (ix) use the Solutions to commit fraud or to misrepresent the origin of a communication; (x) use the Solutions to transit, process, or store any information considered a “special category or data” or “sensitive personal information” or the equivalent under applicable law; or (xi) permit any direct competitor of TrustArc to access to its Solutions for any reason whatsoever. We reserve the right to suspend or terminate your access to the Solutions if: (a) you, your users, or your attendees use the Solutions in violation of these End-User Terms or in a manner that is likely to cause harm to us or (b) if we have reasonable grounds to suspect any illegal, fraudulent, or abusive activity on your part. You agree to immediately notify us of any unauthorized access to the Solutions and terminate such access to the extent within your control.
1.3. Changes to Solutions. We reserve the right to enhance, upgrade, improve, or modify features of our Solutions as we deem appropriate and in our discretion. We will not materially reduce the core functionality of the applicable Solution or discontinue any Solutions unless we provide you with prior written notice. We may offer additional functionality to our standard Solutions or premium feature improvements for an additional cost.
1.4. Proprietary Rights and TrustArc Marks. TrustArc and its licensors retain all proprietary right, title, and interest in the Solutions, including our name, logo, and other identifying marks (together, the “TrustArc Marks”) and any related intellectual property rights, including, without limitation, all modifications, enhancements, derivative works, and upgrades thereto. You agree that you will not use or register any trademark, service mark, business name, domain name, or social media account name or handle which incorporates in whole or in part the TrustArc Marks or is similar to any of these.
2. TERMINATION.
2.1. Termination. TrustArc may, in its sole discretion, terminate these End-User Terms and the Solutions subscription if: (i) you breach these End-User Terms; or (ii) TrustArc decides, in its sole discretion, to discontinue offering the Solution to its users.
2.2. Effect of Termination. If these End-User Terms, an applicable agreement, or any Solutions are terminated, you will immediately discontinue all use of the terminated Solutions, except that upon request, we will provide you with limited access to the Solutions for a period not to exceed thirty (30) days, solely to enable you to retrieve your Customer Data from the Solutions. We have no obligation to maintain your Customer Data after that period. To the extent permitted by applicable law, neither party will be liable for any damages resulting from termination, and termination will not affect any claim arising prior to the effective termination date.
3. YOUR CUSTOMER DATA.
3.1. Your Customer Data. You retain all rights to your content, data, information, Personal Information, and other materials submitted by you or or your users to the Solutions as well as any similar data that, in each case, we maintain on your or your users’ behalf, as well as any other information you or your users may upload to your Solutions account (your “Customer Data”). For the purposes of these End-User Terms, Personal Information shall mean any information related to: (i) an identified or identifiable natural person (e.g., a data subject or consumer); (ii) a household under CCPA; and/or (iii) any elements that constitute personal data or a similar construct under applicable law, in each case, where such information is maintained on your behalf by TrustArc within TrustArc’s Solutions environment. TrustArc does not own or license your Customer Data, however, we may use, modify, reproduce, and distribute your Customer Data as needed to provide and operate the Solutions. We will not view, access, or process any of your Customer Data except as authorized or instructed by you or your users (if applicable) or as required to comply with applicable law or valid government request. You warrant that you have the right to upload or otherwise share your Customer Data with us and that doing so does not infringe any rights of a third party. You are solely responsible for maintaining lawful basis for the collection, use, processing, and transfer of Customer Data and to provide notice or obtain consent from data subjects as legally required. Both you and TrustArc agree to apply reasonable technical, organizational, and administrative security measures to keep Customer Data protected in accordance with industry standards.
3.2. Your Privacy and Security. We maintain a global privacy and security program designed to protect your Customer Data and any associated Personal Information we may collect or process on your behalf while you use our Solutions. Additionally, you can visit https://trustarc.com/ta-dpa-data-processing-addendum/ to review applicable data processing obligations pertaining to the handling and processing of your Personal Information, applicable data processing locations, subprocessor disclosures, and information about our technical and organizational security measures. When providing our Solutions, we act as a data processor, service provider, or the equivalent construct. You understand that when using our Solutions or interacting with our websites your Personal Information may be processed via equipment and resources located in the United States and other locations throughout the world.
4. COMPLIANCE WITH LAWS. When using the Solutions, you agree to comply with all applicable laws, rules, and regulations including, but not limited to, export, privacy, and data protection laws and regulations. If you use any TrustArc Solution to capture any data, you are solely responsible to comply with applicable laws. You hereby represent that you are not subject to government sanctions or named on any U.S. or other government denied-party list. Further, you shall not permit your users to access or use any Solution or Customer Data from a U.S. embargoed country or otherwise in violation of any U.S. export law or regulation. Where required to fulfill our legal obligations under applicable law, we will cooperate with local, state, federal, and international government authorities with respect to the Solutions. Notwithstanding any other provision in these End-User Terms, we may immediately terminate your access to the Solutions if we have reason to believe that you have failed to comply with applicable law.
5. INDEMNIFICATION. You will indemnify and defend TrustArc against any third-party claim resulting from a breach of Section 1.2 or 3.1 alleging that any of your Customer Data infringes upon any third-party patent or copyright or otherwise violates a trade secret of any party, and you agree to pay our reasonable attorney’s fees, court costs, damages finally awarded, or reasonable settlement costs with respect to any such claim. We will promptly notify you of any such claim and provide reasonable cooperation to you in order to defend the claim. You will reimburse us for reasonable expenses incurred in providing any such cooperation or assistance. You will have full control and authority over the defense and settlement of any third-party claim except that: (i) any settlement requiring us to admit liability requires our prior written consent, which shall not be unreasonably withheld or delayed; and (ii) we may join in the defense, with our own counsel and at our own expense.
6. WARRANTIES. WE DO NOT REPRESENT OR WARRANT THAT: (i) THE USE OF OUR SOLUTIONS WILL BE TIMELY, UNINTERRUPTED OR ERROR FREE, OR OPERATE IN COMBINATION WITH ANY SPECIFIC HARDWARE, SOFTWARE, SYSTEM OR DATA; (ii) OUR SOLUTIONS WILL MEET YOUR REQUIREMENTS; OR (iii) ALL ERRORS OR DEFECTS WILL BE CORRECTED. USE OF THE SOLUTIONS IS AT YOUR SOLE RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS, THEREFORE SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMERS IN THOSE JURISDICTIONS.
7. LIMITATION ON LIABILITY.
7.1. LIMITATION ON INDIRECT LIABILITY. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR OTHER SUCH DAMAGES OR LOSSES INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING OUT OF OR RELATING TO: (i) LOSS OF DATA, (ii) LOSS OF INCOME, (iii) LOSS OF OPPORTUNITY, (iv) LOST PROFITS, OR (v) COSTS OF RECOVERY, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR VIOLATION OF STATUTE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR SUCHDAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMERS IN THOSE JURISDICTIONS.
7.2. LIMITATION ON AMOUNT OF LIABILITY. EXCEPT FOR YOUR BREACH OF SECTION 1.2 OR 3.1 AND YOUR INDEMNIFICATION OBLIGATIONS, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF EITHER PARTY AND THEIR RESPECTIVE LICENSORS AND SUPPLIERS ARISING OUT OF THIS AGREEMENT IS LIMITED TO THE SUM OF THE AMOUNT YOU PAID FOR THE APPLICABLE SOLUTION DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY.
8. ADDITIONAL TERMS.
8.1. Free Solutions and Trials. If you are using the Solutions on a trial or promotional basis, we provide the Solutions “AS IS” and without warranty or indemnity, and all other terms apply. We may modify or discontinue any trials or promotions at any time without notice.
8.2. Third Party Solutions. Our Solutions may provide the capability for you to link to or integrate with third-party sites or applications separately accessed by you. We are not responsible for and do not endorse such services. You have sole discretion whether to purchase or connect to any third-party services and your use is governed solely by the terms for those services.
8.3. Beta Solutions. You may be offered access to features or services before their general release (“Beta Solutions”). We do not guarantee that any Beta Solutions will be made generally available. You understand and agree that Beta Solutions may contain bugs, errors, and other defects, and use of the Beta Solutions is at your sole risk. You acknowledge that your use of Beta Solutions is voluntary, and we have no obligation to provide technical support for Beta Solutions and may discontinue them at any time in our sole discretion and without prior notice to you. Beta Solutions are offered “AS-IS”, and to the extent permitted by applicable law, we disclaim any liability, warranties, indemnities, and conditions, whether express, implied, statutory, or otherwise for the Beta Solutions. If you are using Beta Solutions, you agree and acknowledge that, as a condition of your participation, you will receive related correspondence and updates from us. If you provide feedback about the Beta Solution, you agree that we own that feedback. For the Beta Solutions only, the terms in this section 8.3 supersede any conflicting terms and conditions in these End-User Terms, but only to the extent necessary to resolve conflict.
8.4. Security Emergencies. If we reasonably determine that the security of our Solutions or infrastructure may be compromised due to hacking attempts, denial of service attacks, or other malicious activities, we may temporarily suspend the Solutions. If we do, we will take action designed to promptly resolve any security issues and restore the Solutions.
8.5. No Class Actions. You may only resolve disputes with us on an individual basis and you agree not to bring or participate in any class, consolidated, or representative action against us or any of our employees or affiliates.
8.7. Entire Agreement; Order of Precedence. These End-User Terms, including the Data Processing Addendum, if applicable, set forth the entire agreement between you and TrustArc relating to your use of the Solutions. No third party may modify these End-User Terms. If there is a conflict among these End-User Terms, the Data Processing Addendum (if applicable), and a Purchase Order, the documents will govern in that order.
8.8. Assignment. Neither party may assign, in whole or in part, its rights or delegate its duties under these End-User Terms, without the other party’s prior written consent, unless such assignment is made to an affiliated entity or as part of a corporate reorganization, consolidation, merger, acquisition, divestiture or sale of substantially all of its business or assets to which these End-User Terms relate, in which case consent shall not be required.
8.9. Subcontracting. TrustArc may use subcontractors and other third-party providers (“Subcontractors”) in connection with the performance of its own obligations hereunder as it deems appropriate, provided that TrustArc remains responsible for the performance of each subcontractor. For purposes of clarity, TrustArc shall remain responsible for third-party vendors that qualify as “subprocessors” as further described in the Data Processing Addendum referenced in Section 3.2 herein.
8.10 General Terms. If any part of these End-User Terms is deemed to be unenforceable, this will not affect any other terms. Failure to enforce any right under these End-User Terms will not waive that right. These End-User Terms create no partnership, agency, fiduciary, or employment relationship between the parties and no beneficiary rights for a third party. The parties accept electronic signatures or other electronic means of agreement. No party will be responsible for any delay or failure to perform under these End-User Terms due to force majeure events (e.g., natural disasters; terrorist activities, activities of third-party service providers, labor disputes; and acts of government) and acts beyond a party’s reasonable control, but only for so long as those conditions persist.
8.10. Choice of Law; Location for Resolving Disputes; Notices. These End-User Terms shall be governed exclusively by the internal laws of the state of California, without regard to its conflicts of laws rules. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. The parties hereby consent to the exclusive jurisdiction of the state and federal courts located in San Francisco, California, for resolution of any disputes arising out of this Agreement. In any action to interpret or enforce this Agreement, the prevailing Party shall be awarded all court costs and reasonable attorneys’ fees it incurs.
8.11. Survival. The provisions of Sections 3.1 (Your Customer Data), 5 (Indemnification), 7 (Limitation on Liability), 8.5 (No Class Actions), and 8.10 (Choice of Law; Location for Resolving Disputes; Notices) survive any termination of these End-User Terms.
Last updated June, 2025
