Terms and Conditions

Effective October 16, 2025

These Terms and Conditions (“Terms”) govern access to and use of the Trame platform, APIs, and professional services (together, the “Services”) provided by Trame (“we,” “us,” or “our”). By executing an order form, enabling an account, or using the Services, the customer organization (“Customer”) and its authorized users (“Users”) agree to these Terms.

1. Services

Trame connects to Customer-authorized systems, analyzes workflow data, and recommends or executes actions to resolve process bottlenecks, with optional human-in-the-loop controls.
Specific features, service levels, and fees appear in the applicable order form, statement of work, or in-product settings (each, an “Order”).
Optional beta or experimental features are provided “as is” and may change or be withdrawn at our discretion.

2. Accounts & Administrators

Customer designates administrators who provision User accounts, permissions, integrations, and approval workflows.
Customer ensures Users keep credentials confidential and comply with these Terms.
Customer is responsible for acts and omissions of anyone accessing the Services through Customer accounts.

3. Customer Data & Licenses

“Customer Data” means data, records, files, workflow configurations, or content submitted to or retrieved by the Services on Customer’s behalf.
Customer retains ownership of Customer Data and grants us a worldwide, non-exclusive right to host, process, transmit, and display Customer Data solely to provide the Services and related support.
We may generate de-identified or aggregated insights that do not identify Customer or individuals; we own such insights and may use them to improve the Services.

4. Responsibilities

Customer acquires and maintains all rights necessary to submit Customer Data and integrate third-party systems.
Customer must comply with all applicable laws while using the Services, including privacy, employment, and data handling rules.
Users must not misuse the Services, attempt to bypass security, reverse engineer code, or interfere with other customers.

5. Integrations & Third-Party Services

The Services rely on connectors to Customer-selected third-party platforms. We do not control those providers and are not responsible for their products, services, or terms.
Customer is solely responsible for third-party fees and for complying with third-party terms governing connected systems.
We may suspend integrations if required to address security, legal, or performance issues.

6. Professional Services

Professional or onboarding services are described in a mutually executed statement of work. Deliverables are deemed accepted when delivered unless rejected in writing within ten (10) days for material nonconformity.

7. Fees & Payment

Fees, billing frequency, and payment terms appear in the Order. Unless otherwise stated, invoices are due thirty (30) days from invoice date.
Late payments may accrue interest at 1.5% per month (or the maximum allowed by law) and may result in suspension after notice.
Fees are non-refundable except as expressly provided in the Order or these Terms. Customer is responsible for taxes other than those on our net income.

8. Confidentiality

“Confidential Information” means non-public information disclosed by one party to the other that is marked or reasonably understood as confidential. Customer Data is Customer’s Confidential Information; our security, architecture, and pricing information are our Confidential Information.
Each party will protect the other’s Confidential Information with the same care it uses for its own and only use it to fulfill these Terms.
Duties do not apply to information that is publicly available, already known without restriction, independently developed, or rightfully obtained from a third party.

9. Security & Incident Response

We maintain administrative, technical, and physical safeguards appropriate for enterprise workflow data. We will notify Customer without undue delay of any confirmed breach affecting Customer Data and share relevant details to support Customer’s obligations. Customer must notify us promptly of any suspected unauthorized access involving the Services.

10. Warranties

Each party warrants it has the authority to enter into these Terms.
We warrant that the Services will operate materially as described in current documentation and that professional services will be performed in a professional manner. Customer’s exclusive remedy for breach is correction of the nonconforming Services or termination with a pro-rated refund if we fail to cure within thirty (30) days of notice.
Customer warrants it will use the Services in accordance with law and these Terms and that it has the rights to provide Customer Data.

11. Disclaimers

Except as expressly stated, the Services are provided “as is,” without warranties of merchantability, fitness for a particular purpose, or non-infringement. AI-driven recommendations and automations depend on Customer Data, integrations, and configurations; Customer remains responsible for reviewing outputs, configuring human approvals, and determining suitability.

12. Indemnification

We will defend Customer against third-party claims alleging that the Services infringe intellectual property rights and will pay damages finally awarded, provided Customer promptly notifies us, allows us to control the defense, and cooperates. We may modify the Services to avoid infringement or terminate the affected Services with a refund of prepaid fees.
Customer will defend us against claims arising from Customer Data, Customer’s breach of these Terms, or use of the Services in violation of law or third-party rights, and will pay damages finally awarded.

13. Limitation of Liability

Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data, even if advised of the possibility.
Each party’s aggregate liability under these Terms is limited to the fees paid or payable by Customer in the twelve (12) months preceding the event giving rise to liability.
These limits do not apply to confidentiality breaches, indemnification obligations, or Customer’s payment obligations.

14. Term & Termination

These Terms begin on the effective date of the first Order and continue for the Order term unless terminated earlier.
Either party may terminate for material breach if the breach is not cured within thirty (30) days after written notice.
Either party may suspend performance if the other becomes insolvent, enters bankruptcy, or ceases business.
Upon termination, Customer may request export of Customer Data within thirty (30) days; afterwards we may delete or anonymize data subject to legal retention obligations.

15. Government Use

If Customer is a U.S. government entity, the Services are “commercial computer software” under FAR 12.212 and DFARS 227.7202; rights are limited to those stated in these Terms.

16. Export

Customer will comply with U.S. export control and sanctions laws and will not permit Users located in embargoed countries or prohibited lists to access the Services.

17. Modifications

We may update these Terms for new features, legal compliance, or clarifications. Material changes will be communicated to Customer administrators at least thirty (30) days before taking effect. Continued use after the effective date constitutes acceptance.

18. Governing Law & Disputes

These Terms are governed by the laws of the State of Delaware, excluding conflict-of-law rules.
Disputes will be resolved in the state or federal courts located in San Francisco County, California, and each party consents to that jurisdiction and venue.
The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19. Miscellaneous

Neither party may assign these Terms without the other’s consent, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee is not a direct competitor and assumes all obligations.
Notices must be in writing and sent to the addresses in the Order or to dominic@tramehq.com (for Trame) and the administrator email (for Customer). Notices are effective upon receipt.
If any provision is unenforceable, the remainder remains in effect. Failure to enforce a provision is not a waiver. These Terms, together with the Order and any data protection agreement, constitute the entire agreement between the parties.