January 2024

Terms & Conditions

Everything you need to know about the product and billing.
Transaction Enrichment General Conditions
GENERAL TERMS AND CONDITIONS FOR THE PROVISION OF TRANSACTION ENRICHMENT SERVICES BY TRIPLE TECHNOLOGIES, LTD. (“TRIPLE”)

1. SCOPE OF APPLICATION

The following General Terms and Conditions (“T&C”) apply to all transaction enrichment services provided by TRIPLE (the “Services”) to any of its customers (“Customer”). TRIPLE and the Customer are each a “Party”, and together the “Parties”, to these T&C.

The Services and any specific terms applying to the Services shall be agreed between TRIPLE and the Customer in one or several purchase orders (“Purchase Order”).

These T&C constitute a material part of each Purchase Order between TRIPLE and the Customer, unless expressly agreed otherwise in writing by the Parties. The signature of a Purchase Order means the acceptance by the Customer of these T&C.

The sole use of TRIPLE’s Services implies the automatic, full and unreserved acceptance by the Customer of the provisions established in these T&C in the version published on TRIPLE's Website at each time.

Any modification introduced to these T&C will be notified to the Customer by TRIPLE prior to its application. The modifications shall be deemed accepted if the Customer does not informTRIPLE of its non-conformity. If the Customer rejects the changes, TRIPLE has the right to terminate the Purchase Order in force and these T&C.

In case of a conflict between the Purchase Order and these T&C, the terms of the Purchase Order shall prevail.

Any terms and conditions of the Customer as well as any deviations and/or amendments to these T&C shall only become part of these T&C if they have been expressly accepted byTRIPLE in writing.


2. CONTENT OF TRIPLE’S SERVICES

TRIPLE will perform the Services in accordance with the descriptions, specifications and fees set forth in each Purchase Order or otherwise agreed between the Parties. A more detailed description of the Services may be found in the Technical documentation published in TRIPLE’s website (https://docs.triple.app/docs/start/overview).

As a consequence of the performance of the Services, TRIPLE will provide the Customer with Deliverables, which include merchant data with clean names, brand logos and other features depending on the type of Services agreed between the Parties in the Purchase Order.

The use of the Deliverables by the Customer shall be limited to descriptive purposes in the Customer’s digital channels only (“Agreed Purposes”) and under no circumstances may the Deliverables be used for other purposes. Any use of the Deliverables other than for the Agreed Purposes as well as any subsequent use or modification of the Deliverables constitute a breach of these T&C and shall be the sole and exclusive responsibility of the Customer.

To properly perform the Services, the Customer shall inform TRIPLE of the total number of transactions they deal with. The Customer shall send all transactions for enrichment to TRIPLE.

The Customer shall not retain in its internal servers the relation between the transaction sent toTRIPLE (request) and the merchant data provided by TRIPLE in the Deliverables (answer). However, the Customer may retain in its internal servers only the merchant data, without relating it to any transaction, throughout the Term (as defined below).

The Customer cannot add any of its subsidiaries, affiliates, group companies or any other related company to its account, without prior TRIPLE’s consent.


3. WARRANTIES

TRIPLE represents and warrants that it holds all rights, authorizations, licenses and permits necessary to provide the Services. It also warrants that it will provide the Services with the diligence of a respectable businessman.
The Deliverables will be merchantable and fit for the purpose of these T&C. The Deliverables will: (a) materially conform to the descriptions set forth in the applicable Purchase Order; (b) will not contain any viruses or other malicious code; and (c) the media (if any) containing the Deliverables will be free from physical defects. If TRIPLE is in breach of any of the foregoing warranties, TRIPLE will replace and redeliver the Deliverables on an expedited basis at no charge to the Customer.

To ensure the proper functioning of the Services, TRIPLE reserves the right to make technical changes and improvements to the Services within a reasonable scope. TRIPLE will promptly notify the Customer of these circumstances.

The Customer represents and warrants that it holds all rights, authorizations, licenses, trademarks, permits and consents necessary for the conduct of its business and for the marketing of its products and services. The performance of its activity will not harm TRIPLE or TRIPLE's image and, in particular, it may not introduce any type of virus or malware on the website or in TRIPLE’s system.

The Customer warrants that all provided data relevant for the conclusion and execution of the Purchase Order and these T&C is complete and correct. The Customer is obliged to promptly inform TRIPLE about any changes to this data and/or to update altered data.


4. TECHNICAL SUPPORT

TRIPLE undertakes to provide the Customer with the appropriate technical support to resolve incidents regarding the Services, at no cost to the Customer. TRIPLE will provide the personnel and material resources at its disposal to resolve incidents related to TRIPLE’s Service to theCustomer as soon as possible.

All incidents must be reported by email as soon as possible to the e-mail address info@jointriple.com. The Customer undertakes to provide the necessary data, whenever available, required to be attended by the technical support service.

Any complaint must be made in writing within thirty (30) calendar days of the provision of theServices that are the subject of the complaint.

5. INTELLECTUAL PROPERTY RIGHTS

Both Parties recognize the ownership of the other Party’s intellectual and industrial property rights, including but not limited to trademark rights, patents, trade secrets or image rights on the logos, ideas, software, platform, design, models and any other creation, sign or element protected by similar rights owned by any of the Parties or arising as a consequence of the performance of their obligations, (hereinafter, the "IP Rights").

The Customer acknowledges and accepts that all documents, work product, Deliverables and other materials that are delivered to the Customer hereunder or prepared by or on behalf of TRIPLE in the course of performing the Services, TRIPLE’s Software and any other software, hardware, all IP Rights over its website and its brand, algorithms used by TRIPLE to clean the names, scripts used for logos and other data manipulation methods (all together, “TRIPLE’s Property”) have been created by and belong to TRIPLE .

TRIPLE is the sole producer of the data and information object of the Deliverables, and it therefore undertakes full responsibility for them. TRIPLE will retain all intellectual, industrial or any other property rights over them and the Customer may not make any further modification, copy, alteration, reproduction, adaptation, or translation of it.

Consequently, any use by the Customer of TRIPLE’s Property made without TRIPLE’s authorization is strictly prohibited. This includes its exploitation, reproduction, dissemination, transformation, distribution, transmission by any means, subsequent publication, exhibition, public communication or total or partial representation, which, if these do occur, will constitute infringements of TRIPLE's IP Rights.

Upon execution of these T&C, TRIPLE grants the Customer the non-exclusive, non-transferable and non-sublicensable right to use the Deliverables for the Agreed Purpose during the term of these T&C, insofar as this is necessary to use the Services according to the respective Purchase Order, but nor for any other purpose, such as internal processes. The right of uses hall expire once the Term (as described below) ends or the Customer defaults with any payments due.

The Customer shall not (a) modify, translate, reverse engineer, decompile, disassemble or otherwise create derivative works from or otherwise attempt to discover the underlying code, structure, implementation of algorithms of TRIPLE’s Property or the Services or (b) transfer, lend, rent, lease, distribute, use for providing services to a third party, or grant any rights to a third party in any form over the software, the Services or Deliverables provided by TRIPLE, without TRIPLE’s express prior written authorization and provided that all due payments have been performed.

Once the Term is terminated, all TRIPLE’s Property obtained for delivering the Services such as data collected and provided, shall be destroyed by the Customer and any use of such shall stop,The Customer shall provide deletion logs as evidence no later than the last working day of theT&C. Until this documentation is received, the Services will be deemed to continue to be provided and therefore Fees will continue to accrue.

Both Parties authorize the other Party to use in its products and services, during the term of the provision of the Services, the IP Rights over the other Party’s trademarks and commercial signs, to the extent necessary or related to the provision of the Services (including to display the other Party trademarks on their respective websites) under the instructions that, where appropriate, one Party may give to the other Party (hereinafter, the "License"). The License is granted by the Parties on a non-exclusive, irrevocable, free, universal and sub-licensable basis to the Parties’ group companies.


6. LIABILITY

Nothing in these T&C shall be deemed to limit or exclude either Party’s liability: (a) in respect of death or personal injury resulting from its negligence; (b) in respect of fraud or fraudulent misrepresentation; or (c) otherwise to the extent that such limitation or exclusion is not permitted by law.

TRIPLE does not assume any liability for any damages resulting from a usage other than theAgreed Purposes. The same applies to any damages resulting from a usage that is not in accordance with TRIPLE’s instructions and recommendations or any other unauthorized usage.

In no event shall either Party be liable to the other Party for any special, indirect, or consequential loss or damage of any nature arising out of or related to the Purchase Order or these T&C, even if such Party has been advised of the possibility of such damages. The foregoing shall apply regardless of the negligence or other fault of either Party and regardless of whether such liability arises in contract, tort, strict liability or any other theory of liability.

TRIPLE’s liability in respect of any Purchase Order in any year shall not exceed the amount paid by the Customer under that Purchase Order in the two (2) months prior to the liability event.


7. DATA PROTECTION

The Services provided under these T&C do not entail the processing of personal data. The Customer shall make sure no personal data is delivered to TRIPLE for the performance of the Services.


8. CONFIDENTIALITY

During the provision of the Services, both Parties may exchange information of a secret or confidential nature. In this regard, "Confidential Information" shall be understood to be all documentation and information, regardless of its form, that either Party provides to the otherParty, including the group companies’ information of each Party. Confidential Information shall include, but not be limited to: commercial, economic, strategic, know-how, marketing, trade secrets, studies, reports or information of a confidential nature of third parties that a Party provides, whether or not identified as confidential, or that is obtained by the other Party, before or after the acceptance of these T&C.

Confidential Information shall not include: (i) information that is or becomes generally available to the public other than as a result of its disclosure by the owner of such information or by breach from the other Party; and (ii) information that was available to the recipient on anon-confidential basis prior to disclosure by the owner.

The obligation of confidentiality also applies to all employees, consultants, contractors or any third parties (hereinafter "Related Persons") acting on behalf of or in representation of either Party who have access to the Confidential Information. The Parties shall be liable for the breaches of the Related Persons in relation to the Confidential Information.

TRIPLE and the Customer shall use the Confidential Information received with the sole objective and purpose of providing and receiving the Services.

At any time, at the request of one of the Parties, the other Party shall immediately return or destroy all Confidential Information and copies thereof, except the information necessary for the performance of the Services or that must be kept under legal obligations, for as long as the Services as performed or until the law so requires.

The Confidential Information received may not be reproduced or disclosed in any form whats o ever, except for internal use when this is necessary for the fulfillment of the purpose described above, and provided that adequate measures are taken to ensure strict compliance with the duties of confidentiality by the Parties and the Related Persons. The Parties undertake, regarding the other Party’s Confidential Information to use, at least, the same level of diligence as they would use regarding their own Confidential Information, and in no event less than reasonable care.

When either TRIPLE or the Customer are legally required to deliver or disclose Confidential Information when required by law, a court of competent jurisdiction or any governmental or regulatory authority, prior written notice shall be given to the affected Party, with the greatest possible urgency and with a copy of the documents and information relevant to such legal action, whenever legally possible.

The duty of confidentiality set out in this clause shall remain in effect even after the termination of these T&C for a period of five (5) years.

9. PRICE AND TERMS OF PAYMENT

The fees for the Services are set out in the applicable Purchase Order (“Fee”).

Fees will be payable during the Term according to the number of transactions sent for enrichment by the Customer. In case during any given month of the Purchase Order Term, the Customer does not send any transaction to TRIPLE to be enriched, a minimum fee amounting to the lowest tier of the selected services shall be paid by the Customer.

TRIPLE will issue an invoice within the first ten (10) days of each month to the Customer, which shall include the details of the monthly accrued Fee. Invoices will be sent to the Customer via email, unless expressly agreed otherwise. The Customer shall pay the invoice by bank transfer within fifteen (15) days of its electronic remittance.

TRIPLE shall have no obligation to provide the Services to the Customer if the Customer has not paid the Fee or if it does not comply with the terms of payment within 30 calendar days ofTRIPLE notifying the Customer of the non-compliance.

10. TERM

These T&C shall be valid for as long as a Purchase Order is in force between the Parties. The term of the Purchase Order shall be determined in each signed Purchase Order (“Term”).

Notwithstanding the above, each Party has the right to terminate a Purchase Order and thus, these T&C, by giving notice at least ninety (90) days prior to the end of each Term. The termination must be made in writing and be submitted via mail or email.

The right to immediate termination for cause shall remain unaffected. In particular, TRIPLE has the right to immediately terminate a Purchase Order and thus, these T&C:

- If the Customer is in default of payment and does not settle the outstanding payment upon receipt of a warning letter with a deadline for payment and expiration of that deadline to no avail;

- If the Customer violates the provisions of the Purchase Order or these T&C and fails to remedy this violation upon receipt of a written request with an adequate deadline. Such a request is not necessary if it has no prospect of success or if the violation is so serious that TRIPLE cannot be reasonably expected to adhere to this obligation. A violation is also deemed serious if the Customer has received notices of warnings several times because of similar violations.

Following any termination or expiration of these T&C or of any Purchase Order, (a) TRIPLE will not be obligated to continue performing any such terminated Services, (b) the Customer will pay TRIPLE all the accrued and due Fees earned prior to termination; (c) the Customer shall delete all merchant data and all Deliverables delivered by TRIPLE during the provision of the Services; and (d) each Party will return or destroy any Confidential Information or property of the other Party within ten (10) days from the date of such termination.


11. ASSIGNMENT

The Customer may not assign its rights or obligations arising from these T&C without the prior written consent of TRIPLE, except in the case of an assignment in favor of any group company, provided that: (i) the assignee undertakes in writing to be bound by the terms of any valid Purchase Order at the time of the assignment and these T&C; and (ii) the assignor informs the TRIPLE of this assignment.

12. MISCELLANEOUS

These T&C, together with the Purchase Orders valid at each time, constitute the entire agreement between the Parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter.

In the event that any of the clauses included in the Purchase Orders or these T&C should be declared totally or partially null and void or ineffective, such nullity shall only affect said clause or the part thereof that is null and void or ineffective, and the rest of the clauses shall remain in force in all other respects.

14. APPLICABLE LAW AND JURISDICTION

The relationship between the Parties shall be governed by Spanish law.

For any controversy directly or indirectly related to the T&C or the Purchase Order, the Parties submit to the Courts and Tribunals of Madrid.

All rights reserved. January 2024. TRIPLE TECHNOLOGIES, LTD.
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