TERMS AND CONDITIONS
Terms & Conditions Of Website Use:
1. Introduction
Welcome to tritongrowth.com. These Terms and Conditions govern your use of our website located at www.tritongrowth.com. By accessing or using our website, you agree to comply with and be bound by these Terms and Conditions. If you do not agree with these terms, please do not use our website.
2. User Obligations
2.1. You must be at least 19 years old to use our website.
2.2. You are responsible for maintaining the confidentiality of your account information and for all activities that occur under your account.
3. Acceptable Use
3.1. You agree not to use our website for any illegal or unauthorized purpose.
3.2. You may not engage in any activity that interferes with or disrupts our website.
4. Intellectual Property
4.1. All content on our website, including text, graphics, logos, and software, is owned by Triton Services Inc. or its licensors and is protected by intellectual property laws.
4.2. You may not reproduce, distribute, or create derivative works from any content on our website without prior written permission.
5. Limitation of Liability
5.1. Our website is provided "as is" and we make no representations or warranties of any kind, express or implied.
5.2. We are not liable for any direct, indirect, incidental, or consequential damages arising from your use of our website.
6. Privacy Policy
Please refer to our [Privacy Policy URL] for information about how we collect, use, and protect your data.
7. Governing Law
These Terms and Conditions are governed by and construed in accordance with the laws of British Columbia. Any disputes arising under or in connection with these terms will be subject to the exclusive jurisdiction of the courts located in British Columbia.
8. Changes to Terms
We may update these Terms and Conditions from time to time. We will notify you of any significant changes by posting the new terms on our website. Your continued use of our website after such changes constitutes your acceptance of the new terms.
9. Contact Information
If you have any questions or concerns about these Terms and Conditions, please contact us at:
Triton Services Inc
Email: operations@tritongrowth.com
Address: 777 Hornby Street Suite 600, Vancouver, BC V6Z 1S4
Terms and Conditions For Doing Business With Us:
1. DEFINITIONS
1.1. “Agreement” refers to these Terms and Conditions.
1.2. “Customer” refers to the party entering into this Agreement with Triton.
1.3. “Services” refers to the services provided by Triton as described on its website or in a separate Agreement.
1.4. “Effective Date” refers to the date on which this Agreement becomes effective.
2. SERVICE AGREEMENT
2.1. The terms of the Services provided will be set forth on Triton’s website or in a separate Agreement.
2.2. The Customer agrees to comply with all applicable terms and conditions for using the Services.
3. INTELLECTUAL PROPERTY
3.1. All intellectual property rights in the Services and any related materials are owned by Triton or its licensors.
3.2. The Customer is granted a limited, non-exclusive, non-transferable license to use the Services for the term of this Agreement.
4. TERM AND TERMINATION
4.1. Term: This Agreement will be effective as of the Effective Date and shall remain in effect as long as there is an active subscription between the Parties. Each subscription will renew according to its terms unless terminated in accordance with this Agreement.
4.2. Termination for Cause: This Agreement and/or any subscription may be terminated immediately upon written notice by the non-breaching Party if the breach is not capable of being cured or, if capable of being cured, is not cured within thirty (30) days after receipt of written notice.
4.3. Effect of Termination Notice: Termination or expiration of the Agreement by Customer will also terminate (a) any then-current subscriptions unless otherwise agreed by the Parties, and (b) the License.
4.4. Obligations on Termination: Upon any termination or expiration of this Agreement, each Party shall (i) immediately discontinue all use of the other Party’s Confidential Information; (ii) subject to the final sentence of this Section 4.4, within thirty (30) days of the termination or expiration of this Agreement, delete the other Party’s Confidential Information from its computer storage or any other media; (iii) return to the other Party or, at the other Party’s option, destroy, all tangible copies of such Party’s Confidential Information then in its possession; and (iv) promptly pay all amounts due and owing hereunder. Notwithstanding the foregoing, neither Party will be required to delete any Confidential Information of the other Party that may reside in any automated backup files or to the extent such Party is required to maintain any such Confidential Information for audit purposes or to comply with applicable law, provided that such Confidential Information will continue to be subject to the confidentiality obligations of this Agreement notwithstanding the termination or expiration of this Agreement.
5. PAYMENT AND INVOICING
5.1. Services: The fees for the Services will be set forth by the pricing options listed on the Triton website. Unless otherwise set forth in a separate Agreement, fees for subscription services will be due upon the Effective Date and each thirty (30) days thereafter. All amounts due hereunder will be paid electronically and paid in US Dollars.
5.2. Taxes: Customer will be responsible for applicable excise, sales and use or other taxes as required by law on Services provided by Triton to Customer under this Agreement. Triton will pay all taxes collected from Customer to the appropriate tax authority. If Triton fails to properly invoice Customer for applicable taxes on the original invoice for goods and services, Customer will not be responsible for payment of such taxes to Triton, and instead, will remit all such taxes directly to the applicable tax authority.
5.3. Refund Policy: Except as expressly provided herein, all payments under this Agreement will be irrevocable, non-refundable, and non-creditable.
6. REPRESENTATIONS AND WARRANTIES
6.1. Triton Representations and Warranties; Disclaimer: Triton warrants and covenants that the Services will be performed in a professional and workmanlike manner. Triton DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE.
6.2. Customer Representations and Warranties: Customer represents, warrants, and covenants that: (a) it is a validly organized entity under the laws of the jurisdiction of its incorporation and has the authority to enter into this Agreement; (b) it has all right, power, and authority necessary to enter into this Agreement, perform its obligations hereunder and grant the rights it grants to Triton hereunder, including, without limitation, that it has obtained all legally and contractually required right and/or permission to provide information and/or data to Triton as necessary for Triton to provide the Services; and (c) its performance of this Agreement, and Triton’s exercise of its rights under this Agreement, will not conflict with or result in a breach or violation of any of the terms or provisions or constitute a default under any agreement by which it is bound or any applicable law, rule, or regulation.
7. CONFIDENTIALITY
7.1. Disclosure: The Parties acknowledge that, in the course of performance of this Agreement, one Party (“Disclosing Party”) may find it necessary to disclose or permit access to Confidential Information to the other Party (“Receiving Party”) and its personnel for the purposes agreed under this Agreement. “Confidential Information” means information and technical data derived from or disclosed to a Receiving Party by the Disclosing Party or its employees, vendors, customers, representatives, affiliates, agents and other independent contractors during the performance of obligations under this Agreement and which is not generally known to the public, including the Disclosing Party’s and its affiliates’ customers or competitors. Examples of Confidential Information include, without limitation, business plans, specifications, designs, methods, processes, ideas, concepts, drawings, software, pricing, operational plans and know-how, employee information, shareholder information, vendor information, customer information, and consumer information whether disclosed in oral, written, graphic or machine-readable form, or in forms otherwise embodying or displaying such information, but exclude Customer Data.
7.2. Confidential Treatment: Confidential Information disclosed to a Receiving Party will be held in confidence by the Receiving Party and not disclosed to others or used except as expressly permitted under this Agreement or as expressly authorized in writing by the Disclosing Party for the Term of the Agreement and for two (2) years thereafter. Each Party will use the same degree of care to protect the other Party’s Confidential Information as it uses to protect its own confidential information of like nature, but in no circumstances less than reasonable care.
7.3. Allowances and Exceptions: Notwithstanding anything to the contrary in this Section 7, Confidential Information may be disclosed by a Receiving Party: (a) to its employees, agents, and consultants who require it in connection with such Party’s obligations under this Agreement and who are contractually or legally obligated to hold such Confidential Information in confidence and restrict its use consistent with the Receiving Party’s obligations under this Agreement; (b) to the Receiving Party’s auditors, outside counsel, accountants and other similar business advisors, or in connection with an assignment or transfer permitted without consent under Section 10.7; and (c) to the extent required by law, provided that: (i) the Receiving Party provides the Disclosing Party with sufficient advance notice of such disclosure requirement or obligation to permit Disclosing Party to seek a protective order or other appropriate remedy protecting its Confidential Information from disclosure; and (ii) Receiving Party limits the release of the Confidential Information to the greatest extent possible under the circumstances. Obligations under this Section 7 will not apply to information which: (1) was publicly available prior to receipt thereof by the Receiving Party from the Disclosing Party, or which subsequently becomes publicly available before any wrongful act of the Receiving Party or its employee or agent; (2) was in the possession of the Receiving Party without breach of any obligation hereunder prior to receipt from the Disclosing Party; (3) is later received by the Receiving Party from a third party, unless the Receiving Party knows or has reason to know of an obligation of secrecy of the third party to the Disclosing Party with respect to such information; (4) is developed by the Receiving Party independent of the Disclosing Party’s Confidential Information; or (5) has previously been disclosed by the Disclosing Party to third parties without obligation of secrecy.
7.4. Remedies: If the Receiving Party or its personnel has disclosed, or is threatening to disclose, any Confidential Information in breach of this Agreement, the Disclosing Party will be entitled to seek an injunction to prevent the Receiving Party personnel from disclosing Confidential Information, or to prevent the Receiving Party personnel from providing any services to any third party to whom such Confidential Information has been or may be disclosed. The Disclosing Party will not be prohibited by this provision from pursuing other remedies.
8. PRIVACY AND SECURITY
Triton shall implement and maintain reasonable information security measures and policies intended to safeguard the security of Customer Data. By providing Customer Data to Triton, Customer grants Triton the nonexclusive, worldwide, transferable right, on a royalty-free basis, to possess, store, use, copy, distribute and process Customer Data solely for the purposes of fulfilling Triton’s obligations and/or exercising Triton’s rights hereunder. This right may be sublicensed only to third parties directly or indirectly assisting Triton in providing the Services or otherwise fulfilling Triton’s obligations hereunder.
9. INDEMNIFICATION AND LIMITATION OF LIABILITY
9.1. Indemnification: Each Party will indemnify, defend, and hold harmless the other Party, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) personal injury or property damage resulting from its own or its agents’ negligence or willful misconduct; (b) a breach of its representations, warranties, or covenants contained in this Agreement; and (c) any other obligation under this Agreement or arising out of the performance of the obligations hereunder.
9.2. IP Infringement: Triton will indemnify, defend, and hold harmless the Customer from and against any claims arising from any actual or alleged infringement of any U.S. patent, copyright, trademark, or trade secret by the Services provided to Customer, provided that Customer: (a) gives Triton prompt written notice of any such claim; (b) grants Triton sole control of the defense and settlement of such claim; and (c) provides reasonable cooperation in connection with such defense. Triton’s indemnification obligations will not apply to claims based upon: (i) the combination of the Services with other software, services, or equipment not supplied by Triton if such infringement would not have occurred but for such combination; (ii) modifications to the Services made by any person other than Triton or its authorized representatives; (iii) the use of the Services in a manner not authorized by this Agreement or the applicable documentation; or (iv) Customer’s continued use of the Services after being notified of the alleged infringement and instructed by Triton to discontinue such use.
9.3. Notice of Claim: The indemnified Party must provide prompt notice to the indemnifying Party of any claim and cooperate with the indemnifying Party in connection with such claim.
9.4. Limitation of Liability: Except for the indemnification obligations or for a Party’s breach of its confidentiality obligations, in no event will either Party’s liability exceed the fees paid by Customer under this Agreement in the six (6) months preceding the event giving rise to such liability.
10. MISCELLANEOUS
10.1. Relationship of Parties: Triton is an independent contractor and nothing in this Agreement creates an employment, agency, or partnership relationship.
10.2. Attorneys’ Fees: The prevailing Party in any legal action or proceeding arising out of this Agreement will be entitled to recover its reasonable attorneys’ fees and costs.
10.3. Force Majeure: Neither Party will be liable for any failure or delay in performing its obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to, natural disasters, civil unrest, or acts of terrorism.
10.4. Notices: All notices under this Agreement will be in writing and sent to the addresses specified by the Parties.
10.5. Amendment: This Agreement may only be amended by a written document executed by both Parties.
10.6. Construction: If any provision of this Agreement is held to be invalid, the remaining provisions will continue in full force and effect. Any provision found invalid will be enforced to the extent possible to effect the Parties’ intent.
10.7. Assignment and Subcontracting: The Customer may not assign or transfer its rights or obligations under this Agreement without Triton’s prior written consent. Triton may assign its rights or obligations or subcontract its obligations without Customer’s consent.
10.8. No Waiver: Failure to enforce any provision of this Agreement will not be deemed a waiver of future enforcement.
10.9. Execution in Counterparts and by Electronic Means: This Agreement may be executed in counterparts and by electronic means, all of which together will constitute one instrument.