Insight Guru Inc., Trefis Terms of Service

Date of Last Revision: January 19, 2018

These terms of service ("Terms") cover your use and access to software, services, and websites ("Services") provided by Insight Guru, Inc. (“Trefis”).   By using Trefis Services, you agree to be bound by these Terms, and any updates subsequently provided.  If you are using Trefis Services for a business or organization, you agree to these Terms on behalf of that entity.

1. Trefis Services

Users can upload financial models, data, and analysis to the Trefis platform, where they will be stored in a secure password protected web hosted server environment.  Trefis software will transform the inputs to an interactive visual format that lets users create and compare “what if” scenarios.  Transformed models can be arranged to create an interactive dashboard aligned tailored to user preferences.  

Trefis software does not change or adjust in users’ model or data in any manner.  Users are fully responsible for the accuracy of their formulas and data.  Trefis has no responsibility for outcomes based on decisions that users make with the data.

Users can share their Trefis interactive models with individuals they choose, using a software generated link.  Trefis has no responsibility for any breach of data confidentiality that may result from such sharing.

You give Trefis permission to perform the activities as described, subject to the limitations included.

2. Using Trefis

Trefis does not claim ownership of models, data, or analysis that you upload to the Service.   You represent and warrant that you have full authority and necessary permissions to access and use any data, models, and analysis uploaded to Trefis.  You are fully responsible for all data, models, and analysis uploaded to Trefis, and for any subsequent sharing in a transformed interactive format.

You acknowledge and agree that the Service is protected by applicable intellectual property and other laws. You further acknowledge that the interactive visualizations and related capabilities presented through the Service are or may be protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by Trefis, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or software, in whole or in part.

New users will need to establish an account password in establishing their use of the Service. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree to: (a) immediately notify Trefis of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Trefis is not be liable for any loss or damage arising from users’ failure to properly safeguard their account or password.

3. Intellectual Property

The Services are protected by copyright, trademark, and other US and foreign laws. These Terms don't grant you any right, title or interest in the Services, others' content in the Services, Trefis trademarks, logos, visualizations, and/or other brand features. We welcome feedback, but note that we may use comments or suggestions without any obligation to you.

4. Paid Accounts

Billing. For users that pay for Trefis, we will automatically bill you from the date your account is open and on each periodic renewal until cancellation. Users are responsible for all applicable taxes, and we will charge tax when required to do so. Some countries have mandatory local laws regarding your cancellation rights, and this paragraph doesn't override these laws.

Changes. We may change the fees in effect but will give you advance notice of these changes via a message to the email address associated with your account.

Cancellation. You may terminate your account at any time. You will not receive full or partial refunds for subscription periods that you have purchased.

5. Termination

We reserve the right to suspend or terminate your access to the Services with notice to you if:

(a) you're in breach of these Terms,

(b) you're using the Services in a manner that would cause a real risk of harm or loss to us or other users, or

(c) you don't have a Paid Account and haven't accessed our Services for 12 consecutive months.

We'll provide you with reasonable advance notice via the email address associated with your account to remedy the activity that prompted us to contact you and give you the opportunity to export Your Stuff from our Services. If after such notice you fail to take the steps we ask of you, we'll terminate or suspend your access to the Services.

We won't provide notice before termination where:

(a) you're in material breach of these Terms,

(b) doing so would cause us legal liability or compromise our ability to provide the Services to our other users, or

(c) we're prohibited from doing so by law.

6. Discontinuation

We may discontinue Services due to circumstances beyond our control or to comply with a legal requirement.  If we discontinue Services before the end of any fixed or minimum term you have paid for, you’ll receive a refund for any portion of the fees you haven't received Services for.

7. Services "AS IS"

TO THE FULLEST EXTENT PERMITTED BY LAW, TREFIS AND ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED "AS IS." WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

8. Limitation of Liability

EXCLUDING LIMITATIONS IMPOSED BY EXISTING LEGAL STATUTES, TREFIS, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS WON'T BE LIABLE FOR:

  1. ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR
  2. ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, REGARDLESS OF LEGAL THEORY.

THESE EXCLUSIONS OR LIMITATIONS WILL APPLY REGARDLESS OF WHETHER OR NOT TREFIS OR ANY OF ITS AFFILIATES HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES.

IF YOU USE THE SERVICES FOR ANY COMMERCIAL OR BUSINESS PURPOSE, TREFIS, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS WILL HAVE NO LIABILITY TO YOU FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY. TREFIS AND ITS AFFILIATES AREN'T RESPONSIBLE FOR THE CONDUCT OR DECISIONS, OF ANY USER OF THE SERVICES.

9. Resolving Disputes

IF YOU'RE A U.S. RESIDENT, YOU ALSO AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS:

You agree to resolve any claims relating to these Terms or the Services through final and binding arbitration by a single arbitrator, except as set forth under Exceptions to Agreement to Arbitrate below. This includes disputes arising out of or relating to interpretation or application of this "Mandatory Arbitration Provisions" section, including its enforceability, revocability, or validity.

You can decline this agreement to arbitrate by requesting and submitting an opt-out form within 30 days of first registering your account. However, if you agreed to a previous version of these Terms that allowed you to opt out of arbitration, your previous choice to opt out or not opt out remains binding.

The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in Boston, MA, or any other location we agree to.  The AAA rules will govern payment of all arbitration fees.

Exceptions to Agreement to Arbitrate. Either you or Trefis may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or any informal dispute-resolution process

Judicial forum for disputes. You agree that any judicial proceeding to resolve claims relating to these Terms or the Services will be brought in the federal or state courts of Boston, Massachusetts, subject to the mandatory arbitration provisions described above. 

NO CLASS ACTIONS. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren't allowed.

10. Controlling Law

These Terms will be governed by Massachusetts State law.

11. Entire Agreement

These Terms constitute the entire agreement between you and Trefis with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. These Terms create no third party beneficiary rights.

12. Waiver, Severability & Assignment

Trefis’ failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. Trefis may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.

13. Modifications

We may revise these Terms from time to time to better reflect:

(a) changes to the law, (b) new regulatory requirements, or (c) improvements or enhancements made to our Services.

If an update affects your use of the Services or your legal rights as a use, we'll notify you prior to the update's effective date via email to the address associated with your account or via an in-product notification. These updated terms will be effective no less than 30 days from when we notify you.

If you don't agree to the updates we make, please cancel your account before they become effective. Where applicable, you’ll receive a prorated refund based on the amount prepaid for Services and the date of account cancellation. By continuing to use or access the Services after the updates come into effect, you agree to be bound by the revised Terms.