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Trufla Marketplace Terms

Last Updated: February 21, 2024

1. Introduction

Welcome to Trufla Marketplace, a premier platform facilitating transactions between esteemed product owners, related value-added service providers, agents, and distributors that make insurance better and simpler. This marketplace is designed to streamline the distribution of innovative insurance and associated products and related services to end-user customers, fostering a dynamic and efficient insurance ecosystem.

By using the Trufla Marketplace, participating in any associated partner activities, or clicking on “I agree” (or a similar box or button) when you sign up for an account, you agree to be bound by the applicable sections of the following Marketplace Agreement (the “Agreement”). The Agreement is between You (as defined in the relevant sections of this Agreement), and Trufla Technology Ltd. (“Trufla”).

2. Key Definitions
  • Content: Refers to any data, text, images, videos, audio, documents, user interface designs, and any other material or information that Product Owners submit, post, display, or otherwise provide on the Trufla Marketplace. This includes but is not limited to product details, descriptions, pricing, promotional materials, trademarks, logos, and any other marketing assets.
  • Distributor: The entity authorized to sell insurance and associated products and related services to end-user customers via the Trufla Marketplace.
  • Distribution Agreement: A supplementary agreement governing the specific terms between Trufla, and Product Owner, and a Distributor for the distribution of a particular Product.
  • End User Customer: The final recipient or purchaser of and Product via the Trufla Marketplace.
  • End User Data: Any data, content, or information pertaining to an End User Customer that is accessed, collected, or processed by the Distributor or Product Owner in connection with the use of the Trufla Marketplace.
  • End User Privacy Policy: A legally adequate privacy policy provided to each End User Customer from whom the Distributor or Product Owner collects, accesses, or processes End User Data.
  • End User Terms: A legally adequate agreement governing the End User Customer’s use of the Products sold via the Trufla Marketplace.
  • Product: Any insurance policy or product associated to an insurance-related service listed by and Product Owner on the Trufla Marketplace, including any updates, upgrades, or new versions of existing Products.
  • Product Owner: The entity responsible for developing, owning, or licensing the Products listed on the Trufla Marketplace.
  • Revenue Share: The portion of revenue from the sale of Products via the Trufla Marketplace that is allocated to the Distributor, the Product Owner, and Trufla, as detailed in the Distribution Agreement.
  • Security Incident: Any actual or suspected unauthorized access, acquisition, use, disclosure, modification, loss, or destruction of End User Data in the possession or control of the Distributor, Product Owner, or their agents or contractors (whether intentional or accidental). This also includes any security vulnerability or compromise of the Trufla Platform, or any issue involving the Trufla Marketplace that materially degrades its systems or networks.
  • Similar Service: Any online distribution service or channel, other than the Trufla Marketplace, that makes Products available for sale, use, or download to End User Customers and/or Distributors, including any website or distribution method operated by the Distributor or Product Owner.
  • Trufla Marketplace or Marketplace: Refers to the digital platform operated by Trufla, which provides an online space for authorized Distributors and Product Owners to engage in the marketing, sale, and distribution of Products. The Trufla Marketplace includes, but is not limited to, the website, associated applications, interfaces, and in-product experiences where transactions are facilitated, and Products are listed, discovered, and purchased by end-users.
  • Trufla Marks: The trademarks, trade names, service marks, and logos owned or used by Trufla. This includes any branding associated with Trufla Marketplace. No provisions grant any party ownership rights in the Trufla Marks or any other Trufla intellectual property.
  • Trufla Partner: Refers to a member of Trufla’s network of partners authorized to engage in various activities related to Trufla’s services and Products. This includes, but is not limited to, reselling licenses or subscriptions to Products listed on the Trufla Marketplace. While all Distributors, who are authorized to sell Products directly to End User Customers via the Trufla Marketplace, are considered Trufla Partners, the reverse is not necessarily true. Not all Trufla Partners are Distributors, as some may participate in different capacities, such as reselling or providing other value-added services within the Trufla ecosystem. Each member within this network, regardless of their specific role, is referred to as a “Trufla Partner.”
  • Trufla Platform: Refers to the underlying technological framework and digital infrastructure that supports the Trufla Marketplace, including but not limited to the website, transaction processing systems, and data storage solutions.
  • You/Your: Refers to the individual or entity that has entered into this Agreement with Trufla. In the context of the Trufla Marketplace Terms, “You” typically refers to the Product Owner or Distributor, depending on the specific provisions and context within the agreement. “You” are responsible for complying with all obligations and responsibilities as outlined in this Agreement and the Trufla Marketplace Terms.
3. Registration and Account

Product Owners must register and maintain a valid account to access and utilize the Trufla Marketplace. Account information shall be protected and handled in accordance with our stringent data privacy and protection policies.

4. Listing of Products

4.1 Listing: Product Owners are invited to list their products on the Trufla Marketplace, subject to adherence to our listing standards. These standards require accuracy, compliance with relevant regulations, and a commitment to transparency.

4.2 Compliance: You will ensure that all Content complies with this Agreement. You represent and warrant that you have all the necessary rights, licenses, consents, and permissions to use and authorize Trufla to display such Content on the Marketplace. Furthermore, you guarantee that such Content does not infringe, misappropriate, or violate a third party’s intellectual property rights, or any applicable laws or regulations. In your activities under this Agreement, you also agree to comply with the Trufla Acceptable Use Policy (as may be modified from time to time by Trufla) (the “AUP”). This Agreement will control in the event of any conflict with any additional policies or the AUP. Click here to find out more about our AUP.

4.3 License Grant to Trufla: You hereby grant Trufla, during the Term (and thereafter in accordance with the section labelled Term and Termination), the nonexclusive, royalty-free (subject to payment of any applicable Revenue Share), worldwide right and license:

(a) to resell, distribute, or make available (including via download), as applicable, the Products through the Trufla Marketplace to End User Customers (either directly, or through Distributors, or through Trufla Partners).

(b) to use, reproduce, distribute, reformat, create excerpts from, promote, advertise, transmit, and publicly display and perform the Product Information (and any such excerpts) in any and all digital and other formats for promotional purposes in connection with (i) the Trufla Marketplace and (ii) listings for your Products.

(c) otherwise to use, store, copy, and distribute your Content (i) for testing and evaluation (including scanning for security vulnerabilities) conducted by Trufla and its third-party vendors; (ii) for purposes of exercising Trufla’s rights and fulfilling Trufla’s obligations hereunder; and (iii) for purposes of enforcing this Agreement and the Marketplace Guidelines.

(d) to use your Products for Trufla’s own business purposes internally, within the scope for which the Product’s use is reasonably intended (“Internal Use License”). The Internal Use License applies to both digital and non-digital Products. Product Owners may opt out of the Internal Use License by giving Trufla notice thereof.

4.4 License Clarifications: The licenses granted to Trufla herein: (i) include rights to distribute, promote, and make available new versions or updates to eligible End User Customers, (ii) include the right, as described in the Section labelled Term and Termination, to continue to retain and make available Products and Product Information to existing End User Customers after the Term, and (iii) are granted under all applicable intellectual property rights.

5. Transactions and Payment Processing

All insurance purchase transactions must be processed exclusively through the Trufla platform. A 4% surcharge will apply to transactions to cover payment processing via a third party payment processor. Technology fees will be charged based on the specific Product agreement in place.

6. Revenue Share and Payment Terms

6.1 Revenue Share Structure: The specific revenue share percentage or fixed fee per transaction due to each Product Owner, Distributor, and Trufla for each sale (the “Revenue Share”) will be detailed in the respective Distribution Agreement. The Revenue Share is calculated after deducting a 4% surcharge per transaction to cover payment processing fees by a third-party payment processor and any technology fees as specified in the specific Product agreement. Such amounts exclude taxes and any separately stated fees or charges. A Revenue Share is due only for sales for which Trufla has received final payment from or on behalf of an End User Customer.

6.2 Currency and Payment: The currency used for all transactions, including the listing of Products and Revenue Share payments will be as specified in the Distribution Agreement. Trufla reserves the right, in its discretion, to conduct transactions in other currencies as appropriate. In such cases, currency conversions for Revenue Share payments will be conducted based on prevailing exchange rates as determined by Trufla at the time of payment.

6.3 Payouts: Trufla shall distribute the Revenue Share in accordance with the following terms:

a. Establishment of a Marketplace account via Stripe Connect and granting access to Trufla is required to facilitate direct distributions upon successful transactions. Trufla may from time to time add or replace Marketplace account options or processing partners.

b. You are required to maintain a minimum balance in your Stripe Connect account (or equivalent Marketplace account), as determined by Trufla, to accommodate potential refunds.

c. Monthly payouts will be standard practice, with exceptions in specific circumstances at Trufla’s discretion.

d. You are responsible for providing accurate and complete bank account information to the payment processor, money transmitter, or money services business proscribed by Trufla.

e. Trufla reserves the right to accrue and withhold payments, without interest, until the total amount due to you reaches at least $500.00 in the currency described in the Distribution Agreement (or equivalent).

f. Any fees incurred by the bank for payment processing will be borne by you.

g. Trufla retains the authority to modify the minimum balance requirement and payout frequency to accommodate operational needs and to ensure the integrity of transactions within the Marketplace.

6.4 Payment Schedule: Subject to the terms of the Distribution Agreement and this Agreement, Trufla will process payments of the Revenue Share to the Product Owner and Distributor no more than thirty (30) days after the end of the calendar month in which the applicable sale is made. The Product Owner and Distributor agree to establish a Marketplace account via the payment processor, money transmitter, or money service business proscribed by Trufla. Any fees charged by the bank in connection with wire transfers are the responsibility of the receiving party.

6.5 Refunds and Adjustments: Trufla may issue refunds to End User Customers in its sole discretion. If a refund is issued before the Revenue Share is paid for the applicable sale, the Product Owner and Distributor agree and acknowledge that they will not receive a Revenue Share for that portion of the sale amount that was refunded. Additionally, if a Revenue Share has been paid out on a sale and a refund or credit is later issued to the End User Customer (or a chargeback related to the sale occurs), Trufla may offset the amount of the Revenue Share previously paid against future Revenue Shares or other amounts due, or require repayment of that amount. Upon termination of this Agreement, Trufla may withhold all Revenue Shares due for a period of sixty (60) days from the date they would otherwise be payable, to ensure the ability to offset any refunds or make any other necessary adjustments.

6.6 Chargebacks: Chargebacks occur when a dispute with an End User Customer remains unresolved or a transaction is processed without their authorization. The Product Owner and Distributor acknowledge that Trufla bears no financial responsibility for such chargebacks. The following terms outline the obligations of the Product Owner and Distributor in preventing, managing, and resolving chargebacks.

a. Responsibility and Resolution: Both the Product Owner and Distributor are jointly responsible for resolving disputes arising from fraudulent transactions or chargebacks. This includes providing the necessary documentation to prove the legitimacy of the transaction and taking active measures to recover funds or hold the purchaser accountable if payment is not recovered.

b. Documentation and Action: The Product Owner and Distributor must maintain detailed records for each transaction including the customer’s name, transaction identifier, date and time of the dispute, the nature of the dispute, and actions taken to resolve it. This information must be provided to Trufla within ten (10) business days upon request.

c. Chargeback Process: A chargeback may occur due to failure to resolve a dispute, unauthorized transactions, or any breach of the terms of this Agreement. The Product Owner and Distributor understand that Trufla is not financially liable for chargebacks and is authorized to reverse transactions as necessary.

d. Excessive Chargeback Activity: High chargeback rates (to be defined by Trufla) may lead to restrictions on the Product Owner and Distributor’s ability to operate within the Marketplace, up to and including termination of the ability to use the services and accept payments.

e. Recovery of Funds: In the event of a chargeback, Trufla may, without prior notice:

    1. Charge the amount of the transaction to the Product Owner and Distributor’s Stripe Connect account (or equivalent Marketplace account);
    2. Adjust any credits due to offset the amount of the transaction;
    3. Set off the amount against any funds held by Trufla on behalf of the Product Owner or Distributor.
7. End User Engagement and Delivery Commitments

7.1 End User Terms and Privacy Policy: Product Owners, not Trufla, license their Products to End User Customers. Product Owners must provide their own End User Terms and End User Privacy Policy with each Product listed on the Trufla Marketplace. These terms and policies must comply with and be consistent with the Trufla Marketplace Terms, ensuring protection of End User Data and privacy. Product Owners are solely responsible for compliance under the applicable End User Terms or End User Privacy Policy. Trufla does not bear responsibility for non-compliance by Product Owners or End User Customers.

7.2 Delivery Commitment: Product Owners must electronically deliver all versions of Products, including any updates or new versions, to the Trufla Marketplace promptly after they become available. For products requiring a hosted basis delivery, Product Owners must ensure availability at least until the conclusion of any paid terms or subscriptions by End User Customers.

7.3 End User Support: Product Owners are required to use commercially reasonable efforts to provide support (telephone, web-based, email) to End User Customers for their Products during normal business hours. Product Owners must provide Trufla with a current email address for directing inquiries from End User Customers. Support requests identified as critical by Trufla must be responded to within 24 hours, and all other support requests within five business days.

7.4 Reservations of Rights: As between Trufla and Product Owners, Product Owners retain all rights, title, and interest in and to the Products they deliver to the Trufla Marketplace, excluding the Trufla Platform or other Trufla technology or materials used or included in the content. Subject to the foregoing rights in the content, Trufla retains all rights, title, and interest in and to the Trufla Marketplace, Trufla Platform, all Trufla products, and all technology, content, information, services, trademarks, and other intellectual property used in connection with the foregoing.

8. Data Protection, Privacy, and Security Obligations

8.1 End User Data and Privacy: Product Owners may have access to End User Data as part of the transactions on the Trufla Marketplace. Product Owners must obtain all necessary rights, permissions, and consents from End User Customers for their access, collection, storage, transmission, treatment, use, disclosure, sharing, and other processing of any End User Data. This processing must comply with the Product Owner’s End User Terms, End User Privacy Policy, and all applicable laws and regulations.

8.2 End User Communications: Product Owners may use End User Data to communicate directly with End User Customers only where required by law or as consented to or requested by the End User Customer. Marketing messages within the Trufla Marketplace user experience must be done in compliance with relevant laws and Trufla policies.

8.3 End User Privacy Policy: Product Owners must provide a clear, complete, and conspicuous End User Privacy Policy to End User Customers. This policy must detail how the Product Owner accesses, collects, processes, and shares End User Data, where the data is stored, and specify that the Product Owner (not Trufla) is responsible for the processing of End User Data. Product Owners must comply with their End User Privacy Policy and promptly notify End User Customers and Trufla of any material changes to it.

8.4 Security Measures: Product Owners are required to use industry-standard security measures appropriate for the protection of End User Data. This includes measures adequate to preserve the data’s confidentiality and security and to comply with all applicable laws. Product Owners must be prepared to address any security vulnerabilities within their systems and products in a timely manner.

8.5 Security Incidents: In the event of a Security Incident, Product Owners must promptly (within 24 hours) notify Trufla and provide detailed information about the incident and its potential impact on End User Data and the Trufla Marketplace. Product Owners are solely responsible for investigation, remediation, and notifications to affected parties in compliance with laws and industry standards. Product Owners must maintain updated contact information for handling Security Incidents.

8.6 Cooperation and Review: While Trufla does not conduct security reviews, Product Owners are expected to cooperate with any requests from Trufla related to data protection, security, and privacy concerns. This may include providing information, undergoing interviews, or facilitating other forms of cooperation to ensure compliance with Marketplace standards and legal obligations.

9. Role and Obligations of Trufla

Trufla serves as a facilitator within the marketplace and is not a party to agreements between Distributors and Product Owners. Trufla’s liability is limited to the extent permitted by law, and it does not bear responsibility for errors, omissions, or misrepresentations made by either party in their agreements.

10. Your Rights and Obligations

10.1 Rights and Obligations of Product Owners

Product Owners are responsible for ensuring that their offerings and related activities within the Trufla Marketplace adhere to all pertinent legal and regulatory mandates. This commitment extends to but is not limited to the following specifics:

a. Compliance with Laws and Regulations: Product Owners must ensure that their Products, associated services, and marketing practices are in full compliance with the relevant laws and regulations applicable to their product category and jurisdiction of operation.

b. Licensing and Certification: Product Owners must possess and maintain any necessary licenses, certifications, and authorizations required to lawfully distribute their Products. This includes the obligation to provide evidence of such credentials upon request by Trufla or as required under the terms of the Distribution Agreement.

c. Accuracy and Legality of Representations: All descriptions, claims, and representations made about the Products on the Trufla Marketplace must be accurate, truthful, and legally compliant. Product Owners are expected to conduct regular reviews to ensure ongoing accuracy and legality.

d. Distribution Agreements: For Products that are regulated and necessitate contractual agreements between Distributors and Product Owners (e.g., certain insurance products), it is the Product Owner’s responsibility to secure such agreements before listing these Products on the Trufla Marketplace.

e. Warranties of Rights: Product Owners warrant that they have all the rights necessary to distribute their Products, including intellectual property rights, and that their Products do not infringe upon the rights of any third party.
Trufla retains the right to request documentation supporting the Product Owner’s compliance with these obligations and to take appropriate action, including removal from the Marketplace, should a Product Owner fail to meet these standards.

10.2 Rights and Obligations of Distributors

Distributors engaged in the Trufla Marketplace are obligated to adhere to the highest standards of legal and regulatory compliance as well as ethical conduct. Specifically, Distributors are required to:

a. Compliance with Laws and Regulations: Distributors must comply with all applicable laws, regulations, and industry standards relevant to the distribution of Products within their jurisdiction.

b. Licensing and Certification: Distributors must hold and maintain any licenses, certifications, or authorizations necessary for the lawful distribution of the Products offered. This includes the responsibility to substantiate such qualifications when requested by Trufla or under the provisions of the Distribution Agreement.

c. Accuracy and Reliability: Distributors are expected to provide accurate and reliable information to End User Customers and to Trufla, both in terms of their capabilities and the nature of the Products they distribute.

d. Contractual Agreements with Product Owners: Where required, Distributors must enter into and maintain contractual relationships with Product Owners according to the terms necessary for the distribution of Products, ensuring that such agreements are in place prior to the distribution of those Products.

e. Ethical Marketing and Sales Practices: Distributors must engage in fair, honest, and ethical marketing and sales practices, respecting the integrity of the Trufla Marketplace and the rights of End User Customers.

f. Responsibility for Chargebacks and Disputes: Distributors share responsibility for resolving chargebacks and disputes arising from transactions involving their distributed Products. They must actively participate in the resolution process in accordance with Trufla Marketplace policies and any applicable Distribution Agreement.

g. Data Protection and Privacy: Distributors must protect the personal and sensitive information of End User Customers as mandated by applicable data protection and privacy laws, and as outlined in Trufla’s Privacy Policy.
Trufla reserves the right to verify Distributors’ adherence to these obligations and to enforce compliance through measures up to and including suspension or termination from the Trufla Marketplace.

10.3 Non-Circumvention

The Product Owner agrees not to directly or indirectly solicit, engage, contract, license, or sell any goods or services to any End User Customer introduced by a Distributor through the Trufla Marketplace for a period of 36 months following the date of the original transaction without the written consent of the Distributor. This clause shall survive the termination of this Agreement and is intended to protect the Distributor’s established or prospective customer relationships.

10.4 Renewal and Follow-up Sales

In recognition of the Distributor’s role in initiating the End User Customer relationship, any and all renewals or subsequent sales (excluding ancillary services related to Products) or Products initially purchased through the Trufla Marketplace shall be made exclusively through the originating Distributor. The Product Owner is obligated to notify the Distributor of the End User Customer’s interest in renewals or additional services and shall facilitate the completion of such transactions through the Distributor, unless the End User Customer independently approaches the Product Owner outside the scope of the Trufla Marketplace.

11. Trufla Control of Marketplace

Trufla reserves the right, in its sole discretion, to make available, list, or remove any Product from the Trufla Marketplace. Trufla may halt any transaction, or take necessary actions to restrict access to or availability of any Content that fails to comply with the Trufla Marketplace Terms or that might adversely affect End User Customers. The inclusion of and Product in the Trufla Marketplace does not absolve Product Owners of their responsibility to ensure that their Products comply with the Trufla Marketplace Terms or to fulfill their other obligations under this Agreement.

12. Dispute Resolution

In the event of disputes arising from transactions on the Trufla Marketplace, parties are encouraged to seek amicable resolution. Detailed dispute resolution procedures will be outlined, providing clear guidance for resolution.

13. Term and Termination

13.1. Term: The term of this Agreement (the “Term”) will begin on the date you agree to it in the manner set forth in this Agreement and will continue until you or Trufla terminates it.

13.2. Termination Rights:

(a) Either Trufla or you are entitled to terminate (i) this Agreement, in its entirety or with respect to particular Products, and (ii) access to your account with thirty (30) days advance written notice to the other party. In addition, either party may terminate this Agreement upon written notice to the other party if (1) the other party becomes the subject of a petition in bankruptcy or other proceeding relating to insolvency, or makes an assignment for the benefit of creditors, (2) the party breaches its confidentiality or privacy-related obligations under this Agreement, or (3) infringes or misappropriates the terminating party’s intellectual property rights.

(b) Notwithstanding anything to the contrary in this Agreement, immediately upon notice to you (or with the notice specified by Trufla at the time), Trufla may also terminate this Agreement (and/or terminate or suspend either your account on the Marketplace or this Agreement with respect to any particular Products) under the following circumstances: (i) Trufla ceases to operate the Marketplace, (ii) you violate Trufla’s AUP, (iii) Trufla determines (in its discretion) that your participation in the Marketplace could result in legal or business liability to Trufla or any third party or otherwise harm the Marketplace or other Marketplace participants or users.

13.3. Effect of Termination; Transition:

(a) Pending Orders; Transition Period: Following any termination or expiration of this Agreement or withdrawal of your Product from the Marketplace, (i) in Trufla’s discretion, Trufla may continue to fulfill any End User orders for Products pending as of the date the termination takes effect, and (ii) Trufla will use reasonable efforts to take down the listing for your Product within forty-five (45) days after the effective date of termination (or, if specified by Trufla, within the same period after notice of termination) (the “Transition Period”). Trufla may also retain copies of your Content after termination or expiration of this Agreement, or withdrawal of your Product, for its own record-keeping purposes.

(b) End User Rights: All licenses and subscriptions to Products (including any related support or maintenance periods) will survive termination or expiration of this Agreement in accordance with the applicable End User Terms. As such, Trufla may continue to make available any Products for further access or use by existing End Users of those Products for the duration of their applicable license or subscription term (including after the Transition Period), either directly or through Trufla Partners.

(c) Your Transition Obligations: You are responsible during the Transition Period for arranging to provide for ongoing support and maintenance with respect to your Products for all End Users who have purchased such rights for the duration of the term for which you have committed to provide such support and maintenance; and

For clarity, after termination, you are not obligated to provide any new versions or updates of your terminated Product to Trufla for distribution under this Agreement thereafter, but Trufla’s post-termination rights in this Section 13.3 will apply for the latest version of the Product you provided to Trufla hereunder (and any prior version).

13.4. Survival: All Sections of this Agreement which by their nature should survive termination will survive termination, including accrued rights to payment, confidentiality obligations, indemnification, warranty disclaimers, and limitations of liability.

14. Indemnity

14.1 By Trufla: Subject to the terms and conditions of this Agreement, Trufla shall defend a Distributor or Product Owner from claims by third parties alleging that the Trufla Marketplace itself, when used in connection with such Product, infringes such third party’s registered copyright or trademark within the jurisdictions where Trufla operates. Trufla shall pay damages finally awarded by a court of competent jurisdiction against such Distributor or Product Owner for such a claim, or, if Trufla settles the claim, the settlement amounts. Trufla’s obligations in this Section 14.1 apply only to the Trufla Marketplace itself and not to any Products, the Trufla Platform, other Trufla products or services, or other third-party content hosted on or used with the Trufla Marketplace. Moreover, Trufla’s obligations do not apply if the alleged infringement or violation resulted from any modifications, combinations, or unauthorized use of the Trufla Marketplace. As a condition to Trufla’s obligations under this Section 14.1, the Distributor or Product Owner must provide Trufla (i) prompt written notice of the claim (and in any event notice in sufficient time for Trufla to respond without prejudice), (ii) the exclusive right to control and direct the investigation, settlement, and defense (if applicable) of the claim, and (iii) all reasonable necessary cooperation. This Section 14.1 sets forth Trufla’s sole liability and the Distributor or Product Owner’s exclusive remedy with respect to third-party claims of intellectual property rights infringement.

14.2 By You (Distributor or Product Owner): You will indemnify, defend, and hold harmless Trufla and its subsidiaries (including its respective affiliates, officers, directors, employees, contractors, and assigns) from and against any loss, claim, liability, damage, action, or cause of action (including reasonable attorneys’ fees) arising out of any third-party claim relating to (i) any Product or the use of Product (including any claims made by or arising from End User Customers), (ii) your breach or alleged breach of this Agreement, or (iii) any Security Incidents caused by your Products or third-party services supporting your Products (individually, a “Claim,” and collectively, the “Claims”). In any defense or settlement negotiations, you will keep Trufla apprised of all relevant developments, including the choice of counsel. Trufla may participate in the defense or settlement of any Claim at its own expense. You will provide Trufla with reasonable notice of any judgment entered against Trufla or any settlement terms offered to settle a Claim and you will not consent to the entry of a judgment or settle a Claim without Trufla’s prior written consent, which we may not unreasonably withhold. If you do not promptly assume and reasonably conduct the defense of a Claim or take reasonable action to settle any such Claim after being provided with sufficient reasonable advance notice to evaluate the Claim, then Trufla may take control of the defense (without limiting your indemnification obligations). Your obligations under this Section 14.2 are independent of your other obligations under the Agreement.

15. Governing Law

This Agreement and any disputes arising out of or related to it will be governed by and construed in accordance with the laws of the Province of Alberta, without giving effect to its conflict of law principles. Both parties’ consent to the exclusive jurisdiction and venue of the courts in the Province of Alberta for any disputes arising out of or related to this Agreement.

16. Agreement Changes

As the Trufla Marketplace evolves over time, we may need to update this Agreement. Therefore, Trufla reserves the right to change this Agreement at any time in its sole discretion, with the changes to the Agreement becoming effective thirty (30) days after notice (unless Trufla specifies a shorter notice period). Trufla will give you notice of the changes by posting an updated version of this Agreement on its website or within the Marketplace, or by emailing you at an email address you have provided.

If you do not agree to any of the changes, your sole remedy is to terminate this Agreement prior to the date on which the changes are to take effect by (i) providing written notice to Trufla and (ii) ceasing all use of the Marketplace. If you terminate this Agreement according to the preceding sentence, the changes will not apply to you. Otherwise, your continued use of the Trufla Marketplace after the changes take effect will constitute your acceptance of the changes. In certain cases, you may be required to click to agree to the modified Agreement to continue using the Marketplace.