Terms of Service

Last updated: January 15, 2024  |  Effective Date: January 15, 2024

These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between you ("Client," "you," or "your") and TRX Rent Inc. ("TRX Rent," "we," "us," or "our"), a corporation incorporated in the State of California, headquartered at 100 W San Fernando St, San Jose, CA 95113, United States. By accessing or using our website (trx-rent.com), SaaS API services, educational courses, or developer tools (collectively, the "Services"), you agree to be bound by these Terms.

1. Definitions

• "VMI Protocol" refers to the Virtual Machine Interface, our proprietary energy routing and smart contract optimization infrastructure.
• "API Services" refers to the programmatic interfaces, SDKs, and related documentation provided by TRX Rent for interacting with the VMI Protocol.
• "Educational Content" refers to online courses, written guides, certification programs, workshops, and any other training materials offered by TRX Rent.
• "Subscription Plan" refers to the specific tier of service to which the Client subscribes, as described on our pricing page and in the applicable Order Form.
• "User Data" refers to any data, content, or information that you submit to or generate through the Services.

2. Account Registration and Eligibility

To access certain features of our Services, you must create an account. By creating an account, you represent and warrant that:

• You are at least 18 years of age and have the legal capacity to enter into this Agreement.
• If you are registering on behalf of a business entity, you have the authority to bind that entity to these Terms.
• All information you provide during registration is accurate, complete, and current.
• You will maintain the security and confidentiality of your account credentials and will immediately notify us of any unauthorized access.

You are solely responsible for all activities conducted under your account. TRX Rent shall not be liable for any loss or damage arising from your failure to maintain the security of your account credentials.

3. Subscription Plans and Payment

3.1 Subscription Terms

Our Services are offered under various subscription plans as described on our pricing page. Subscriptions automatically renew at the end of each billing cycle (monthly or annual) unless cancelled at least 7 days before the renewal date. We will notify you of any pricing changes at least 30 days before the next billing cycle.

3.2 Payment Terms

All fees are quoted in United States Dollars (USD) and are due in advance of each billing cycle. Payment is processed through our PCI-DSS compliant payment processor. Failure to make timely payment may result in the suspension or termination of your access to the Services. Past-due balances may accrue interest at a rate of 1.5% per month, or the maximum rate permitted by law, whichever is lower.

3.3 Taxes

All fees are exclusive of applicable taxes. You are responsible for all taxes, levies, and duties imposed by taxing authorities in connection with your subscription, excluding taxes based on TRX Rent's net income.

4. Permitted Use

Subject to these Terms and your compliance with all applicable laws, TRX Rent grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services during your active subscription period. You agree to use the Services only for lawful purposes and in accordance with these Terms.

5. Prohibited Activities

You shall not, directly or indirectly:

• Use the Services for any unlawful purpose or in violation of any applicable law or regulation.
• Attempt to reverse-engineer, decompile, disassemble, or derive the source code of the VMI Protocol or any component of the Services.
• Exceed the API rate limits or resource quotas specified in your Subscription Plan without prior written authorization.
• Resell, sublicense, redistribute, or otherwise make the Services available to any third party without our express written consent.
• Use automated tools to scrape, crawl, or otherwise extract data from our website or API beyond what is permitted by your Subscription Plan.
• Introduce malicious code, viruses, or any technology designed to disrupt or damage the Services.
• Circumvent or attempt to circumvent any rate-limiting, authentication, or access-control mechanisms.

6. Intellectual Property

6.1 TRX Rent Intellectual Property

The Services, including but not limited to the VMI Protocol, software, algorithms, user interfaces, documentation, educational content, trademarks, and logos, are the exclusive property of TRX Rent and are protected by applicable intellectual property laws. Nothing in these Terms grants you any ownership interest in the Services.

6.2 Your Data

You retain all rights to the data you submit to or generate through the Services. By using the Services, you grant TRX Rent a limited, non-exclusive license to process your data solely as necessary to provide the Services. We will not use your data for any purpose other than delivering the Services without your explicit consent.

7. Service Level Agreement (SLA)

For Enterprise Subscription Plans, we provide a Service Level Agreement guaranteeing 99.9% monthly uptime for the VMI Protocol API. In the event of downtime exceeding the SLA commitment, you may request service credits as documented in the applicable SLA addendum. Scheduled maintenance windows are excluded from uptime calculations and will be communicated at least 72 hours in advance.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TRX RENT, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO TRX RENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9. Indemnification

You agree to indemnify, defend, and hold harmless TRX Rent and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your breach of these Terms; (b) your use of the Services; (c) your violation of any applicable law or regulation; or (d) any data you submit to or generate through the Services.

10. Termination

• By You: You may cancel your subscription at any time through your account settings or by contacting our support team. Cancellation takes effect at the end of the current billing cycle.
• By TRX Rent: We may suspend or terminate your access to the Services immediately if you violate these Terms, fail to make timely payments, or engage in prohibited activities. We will make reasonable efforts to notify you before termination, except in cases of severe or repeated violations.

Upon termination, your right to access the Services will cease immediately. You may request export of your User Data within 30 days of termination, after which we may delete it in accordance with our data retention policies.

11. Dispute Resolution

Any dispute arising out of or relating to these Terms or the Services shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Santa Clara County, California, and the arbitrator's decision shall be final and binding. Each party shall bear its own costs, and the arbitrator's fees shall be shared equally unless the arbitrator determines otherwise.

12. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict-of-law principles. Any legal action not subject to arbitration shall be filed exclusively in the federal or state courts located in Santa Clara County, California.

13. Modifications

We reserve the right to modify these Terms at any time. Material changes will be communicated to registered users via email at least 30 days before taking effect. Your continued use of the Services after the effective date of any modification constitutes your acceptance of the revised Terms.

14. General Provisions

• Entire Agreement: These Terms, together with our Privacy Policy and any applicable Order Forms, constitute the entire agreement between you and TRX Rent regarding the Services.
• Severability: If any provision of these Terms is held to be unenforceable, the remaining provisions shall remain in full force and effect.
• Waiver: Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision.
• Assignment: You may not assign your rights under these Terms without our prior written consent. We may assign our rights and obligations without restriction.

15. Contact Information

For questions about these Terms of Service, please contact us:

• Email: [email protected]
• Phone: +1 (408) 555-0144
• Mail: TRX Rent Inc., Attn: Legal Department, 100 W San Fernando St, San Jose, CA 95113, United States