Terms of Service

1. Agreement and acceptance

These Terms of Service (these "Terms") are a binding agreement between Liquid Trinity Productions LLC, a California limited liability company doing business as Liquid Trinity Technologies ("Liquid Trinity Technologies", "we", "us", or "our"), and the Customer. These Terms govern the Customer's access to and use of the Products.

Business use only. The Products are offered to organizations for business purposes. They are not offered to consumers, and they must not be used for personal, family, or household purposes.

By starting a Free Trial, subscribing, approving a Product for an organization, selecting a button or box to accept these Terms, or otherwise accessing or using a Product, the Customer agrees to be bound by these Terms. The individual who does any of these things on behalf of an organization represents and warrants that the individual has the authority to bind that organization to these Terms, and in that case "Customer" means that organization. If the individual does not have that authority, or if the organization does not agree to these Terms, the Products must not be used.

2. Definitions

In these Terms:

• "Authorized Users" means the Customer's employees and individual contractors whom the Customer permits to use a Product under its Subscription.
• "Billing Admin" means the person who starts the Customer's Subscription and any successor we recognize in writing. The Billing Admin manages billing, seats, and cancellation on the Customer's behalf.
• "Billing Period" means the monthly or annual period for which fees are charged under a Subscription.
• "Confidential Information" has the meaning given in Section 12.
• "Customer" means the organization that starts a Free Trial of, or subscribes to, a Product.
• "Customer Data" means information from the Customer's Microsoft 365 tenant, and any other information provided by or for the Customer, that a Product processes on the Customer's behalf.
• "DPA" means our Data Processing Addendum.
• "Free Trial" means a period during which a Product may be used without charge, as described in Section 4.
• "Microsoft Services" means Microsoft 365, Exchange Online, Microsoft Entra ID, and the other services and platforms provided by Microsoft Corporation on which a Product relies.
• "Privacy Policy" means our Privacy Policy.
• "Products" means the software, add-ins, and services that we offer, currently DDL Expander, together with our related websites and documentation.
• "Seat" means the right of one Authorized User to use a Product.
• "Subscription" means the Customer's paid or Free Trial right to use a Product for a stated number of Seats and a stated Billing Period.
• "Subscription Term" means the period during which a Subscription is in effect, including any renewal.

3. Accounts, eligibility, and administrator consent

Our Products use Microsoft sign-in. Some Products require an administrator of the Customer's Microsoft 365 tenant to approve the Product for the organization and to grant the permissions described in our Privacy Policy. The Customer is responsible for that approval, for deciding who its Authorized Users are, for keeping its billing and contact details accurate and current, and for the acts and omissions of its Authorized Users, as if they were the Customer's own.

The Customer represents that it is a business or other organization that is legally able to enter into these Terms. The Customer is responsible for the security of the credentials and administrator accounts that it controls, and it will notify us promptly at support@liquidtrinitytechnologies.com if it becomes aware of any unauthorized use of a Product.

4. Subscriptions, free trial, and billing

• Subscriptions and Seats. Subscriptions are sold per user. One Seat covers one Authorized User. The Customer may use a Product only for the number of Seats it has purchased.
• Billing and payment. The Customer may choose monthly or annual billing. Fees are charged in advance, in US dollars, through our payment processor, Stripe. The Customer authorizes us and Stripe to charge the payment method on file for all fees due under the Subscription, and it is responsible for keeping that payment method valid.
• Free Trial. If a Free Trial is offered, its length and the price that applies after it are shown when the Customer signs up (currently 30 days for DDL Expander). A payment method is required to start a Free Trial, and the Customer is not charged during the Free Trial. Unless the Customer cancels before the Free Trial ends, the Customer's payment method is charged when the Free Trial ends for the plan, Seats, and Billing Period the Customer selected. Each organization is eligible for one Free Trial, and we may decline to offer a Free Trial to an organization that has already used one.
• Seat increases. The Billing Admin may add Seats at any time. Added Seats take effect immediately, and a prorated charge for the remainder of the current Billing Period is shown before the Billing Admin confirms the change.
• Seat decreases. Removed Seats take effect at the start of the next Billing Period (the next month on a monthly plan, or the next year on an annual plan). There is no refund or credit for the current Billing Period.
• Renewal reminders. For annual plans, we will email the Billing Admin a renewal reminder 15 to 45 days before the plan renews.
• Price changes. We will email the Billing Admin notice of a price change at least 30 days before it takes effect. The notice will explain how to cancel. New prices apply from the Customer's next renewal after the notice period. If the Customer does not agree to the new price, its remedy is to cancel before that renewal.
• Taxes. Fees do not include taxes. Applicable sales, use, value-added, and similar taxes are calculated by Stripe and added to the invoice, except for taxes based on our net income.
• Failed payments. If a payment fails, we may retry the charge and, after reasonable notice to the Billing Admin, suspend access until payment succeeds, as described in Section 14.

Cancellation. The Customer may cancel a Subscription at any time by the means described above. Cancellation stops future renewals. It does not entitle the Customer to a refund of fees already charged, except as provided in Section 5.

5. Refunds

3-day refund. If the Customer emails support@liquidtrinitytechnologies.com within 3 days after its initial purchase or after any renewal charge, we will refund that charge in full.

After 3 days, we do not give refunds or credits for partial Billing Periods, unused Seats, or unused time on an annual plan, except where the law requires otherwise.

6. License grant and restrictions

License. Subject to these Terms and to payment of all applicable fees, we grant the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during the Subscription Term, to allow its Authorized Users to access and use the Products to which it subscribes, up to the number of Seats purchased, solely for the Customer's internal business operations.

Restrictions. The Customer will not, and will not permit anyone else to:

• reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying structure of a Product, except to the extent that applicable law expressly permits it despite this restriction;
• copy, modify, translate, or create derivative works of a Product;
• sell, resell, rent, lease, lend, sublicense, or distribute a Product, or make it available to any third party, or use it to provide a service bureau or timesharing service;
• use a Product, or any information about its features, design, or performance, to build, train, or improve a product or service that competes with a Product;
• share credentials, or allow one Seat to be used by more than one person;
• circumvent or disable licensing, Seat limits, or other technical restrictions; or
• remove or alter any proprietary notice on a Product.

Reservation of rights. We reserve all rights that are not expressly granted in these Terms.

7. Acceptable use

The Customer will not, and will not permit anyone else to:

• use a Product in violation of applicable law or of Microsoft's terms for the Microsoft Services;
• use a Product to access information, mailboxes, or distribution lists that the user is not authorized to access;
• use information obtained through a Product to send spam or unsolicited bulk messages, or to harass or defraud anyone;
• introduce into a Product any malicious code, or interfere with or disrupt the integrity or performance of a Product or the data it processes; or
• probe, scan, or test the security of a Product without our prior written permission, or place an unreasonable load on it.

Your messages. The Customer is responsible for the messages that it and its Authorized Users send, including messages sent to lists expanded with a Product. The Customer must comply with anti-spam and privacy laws when it emails those recipients, and it must not use a Product to send unsolicited bulk email.

8. Customer Data

Ownership. As between the parties, the Customer owns all right, title, and interest in and to Customer Data. We acquire no rights in Customer Data except the limited rights granted in this Section.

Limited license to process. The Customer grants us a limited, non-exclusive, worldwide license, for the Subscription Term and the retention periods described in the Privacy Policy, to host, process, transmit, and display Customer Data only as needed to provide, secure, and support the Products for the Customer, to prevent or address technical problems, and as required by law. We will not sell Customer Data.

Customer responsibilities. The Customer is responsible for the accuracy, quality, and legality of Customer Data and of the means by which it is provided to us. The Customer represents that it has all rights, notices, and consents required to permit us to process Customer Data under these Terms.

9. Privacy and data protection

Our Privacy Policy describes how we handle personal information. Our Data Processing Addendum applies to personal data in Customer Data and forms part of these Terms. When a Subscription ends, data is deleted or anonymized as described in Section 15 and in the Privacy Policy.

10. Microsoft and third-party services

DDL Expander relies on Microsoft 365 and Exchange Online, so changes to or outages of the Microsoft Services may affect it. We are not responsible for the availability, changes, or behavior of the Microsoft Services or of any other third-party service, and the Customer's use of them is governed by their own terms. The Customer is responsible for maintaining its own Microsoft licenses and for complying with Microsoft's terms.

Liquid Trinity Technologies is not affiliated with, and is not endorsed or sponsored by, Microsoft Corporation. Microsoft, Microsoft 365, Outlook, Exchange, and Entra are trademarks of the Microsoft group of companies. All other trademarks are the property of their respective owners.

11. Intellectual property and feedback

Our rights. As between the parties, we own and retain all right, title, and interest in and to the Products, including all software, designs, documentation, and content, and all improvements, modifications, and derivative works of any of them, together with all related intellectual property rights.

Feedback. If the Customer or an Authorized User gives us suggestions, comments, or other feedback about a Product, we may use and incorporate that feedback in our products and services without restriction, payment, or obligation, and the Customer grants us a perpetual, irrevocable, worldwide, royalty-free license to do so. Feedback does not include Customer Data.

12. Confidentiality

"Confidential Information" means non-public information that one party (the "Discloser") discloses to the other (the "Recipient") in connection with these Terms and that is marked confidential or that a reasonable person would understand to be confidential from its nature and the circumstances of disclosure. Customer Data is the Customer's Confidential Information. The non-public features and pricing terms of a Product are our Confidential Information.

The Recipient will use the Discloser's Confidential Information only to exercise its rights and perform its obligations under these Terms, will protect it using at least the care it uses for its own confidential information of a similar kind and no less than reasonable care, and will not disclose it to anyone other than its employees, contractors, and advisers who need to know it and are bound by obligations of confidentiality at least as protective as these.

These obligations do not apply to information that is or becomes public through no fault of the Recipient, was known to the Recipient without restriction before disclosure, is independently developed by the Recipient without use of the Discloser's Confidential Information, or is rightfully received from a third party without a duty of confidentiality. The Recipient may disclose Confidential Information if required by law or legal process, provided that, where legally permitted, it gives the Discloser prompt notice so that the Discloser may seek protective treatment. These obligations continue during the Subscription Term and for three years afterward, and, for any trade secret, for as long as it remains a trade secret.

13. Availability, support, and changes to the Products

We work to keep the Products available and to answer support requests promptly, but we do not offer a service level agreement unless we agree to one in writing. Support is provided by email at support@liquidtrinitytechnologies.com, and we aim to respond within 2 business days (Pacific Time). We may perform maintenance, and we may change, improve, or remove features of a Product. If a change materially reduces the core function of a Product that the Customer has paid for, we will notify the Billing Admin in advance.

14. Suspension

We may suspend the Customer's access to a Product, in whole or in part:

• immediately, if needed to prevent harm to the Products, to other customers, or to others, to address a security threat, or to comply with law;
• immediately, for a breach of Section 6 or Section 7; and
• for non-payment, after a failed payment and reasonable notice to the Billing Admin.

Where practical, we will give notice before or promptly after suspending. We will restore access promptly after the cause of the suspension has been resolved. Suspension does not relieve the Customer of its obligation to pay fees that accrue during the suspension.

15. Term, termination, and effect of termination

Term. These Terms begin when the Customer first accepts them under Section 1 and continue until all of the Customer's Subscriptions have ended or expired. A Subscription renews as described in Section 4 until it is canceled.

Termination. The Customer may stop using a Product and cancel a Subscription at any time under Section 4. Either party may terminate these Terms if the other party materially breaches them and does not cure the breach within 30 days after written notice of it. We may terminate a Subscription immediately on notice if the Customer breaches Section 6 or Section 7, or if continuing to provide the Product would violate law.

Effect of termination. When a Subscription ends, the Customer's right to use the Product ends and the Customer must stop using it. The Customer remains responsible for fees that accrued before the end of the Subscription. Data is handled as described in the Privacy Policy and the DPA: account data is deleted or anonymized within 90 days after the Subscription ends, and sooner within 30 days of a verified request from the Customer's tenant administrator or Billing Admin. After deletion we keep only the Customer's tenant identifier and the date its Free Trial was used, to prevent repeat Free Trials, and a record that the deletion took place. Billing and tax records are held by Stripe for 7 years as the law requires.

Survival. Section 4 (as to amounts owed), Section 5, Section 8 (as to ownership), Sections 11, 12, and 15, Sections 16, 17, and 18, Sections 20 and 22, Section 24, and Section 25 survive any expiration or termination of these Terms, together with any other provision that by its nature is intended to survive.

16. Disclaimer of warranties

THE PRODUCTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE PRODUCTS WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ALL ERRORS WILL BE CORRECTED. Results reflect what the Microsoft Services return at the time of the request, and we make no warranty about the Microsoft Services or any other third-party service.

17. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW: (A) NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES; AND (B) EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS IS LIMITED TO THE FEES THAT THE CUSTOMER PAID FOR THE PRODUCTS IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

These limitations apply to all claims, whether in contract, tort (including negligence), strict liability, or otherwise, and even if a limited remedy fails of its essential purpose. They do not apply to the Customer's obligation to pay fees, to the Customer's indemnification obligations, or to the Customer's breach of Section 7. Nothing in these Terms limits any liability that cannot be limited under applicable law.

18. Indemnification

The Customer will defend and indemnify us, our affiliates, and our and their members, officers, employees, and agents against any claim, demand, suit, or proceeding brought by a third party to the extent that it arises from (a) Customer Data; (b) the messages the Customer or its Authorized Users send and the recipients to whom they send them; (c) the Customer's or its Authorized Users' misuse of a Product or breach of Section 7; or (d) the Customer's violation of applicable law. The Customer will pay the damages and reasonable costs finally awarded against us or agreed in settlement.

We will give the Customer prompt written notice of the claim, allow the Customer to control its defense and settlement (provided that the Customer may not settle a claim in a way that admits fault on our behalf or imposes obligations on us without our written consent), and reasonably cooperate at the Customer's expense.

19. Marketplace purchases

Products may also be offered through Microsoft AppSource or Microsoft Marketplace. If the Customer buys through a marketplace, the marketplace's terms also apply to that purchase, and billing, renewal, and cancellation may be handled by the marketplace. These Terms still govern the use of the Products.

20. Export controls and sanctions

The Customer will comply with all export control and economic sanctions laws that apply to it and to the Products, including those of the United States. The Customer represents that it is not located in, or owned or controlled by any person located in, a country or region subject to comprehensive United States sanctions, that it is not identified on any United States government list of restricted or prohibited parties, and that it will not permit any such person to use the Products.

21. Publicity

Neither party will use the other party's name, logo, or trademarks in any press release, customer list, marketing material, or other publicity without the other party's prior written consent, which may be given by email. The Customer may refer to the Products by name as needed to use and describe them in its internal documentation.

22. Governing law and venue

These Terms, and any dispute arising out of or relating to them or to the Products, are governed by the laws of the State of California, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The state and federal courts located in Los Angeles County, California have exclusive jurisdiction over any such dispute, and each party consents to that jurisdiction and waives any objection to venue there.

23. Force majeure

Neither party is liable for any failure or delay in performing its obligations, other than an obligation to pay money, to the extent that it results from an event beyond its reasonable control, including natural disaster, war, terrorism, civil unrest, labor dispute, government action, epidemic, power or internet failure, or a failure or outage of a Microsoft Service or other third-party provider. The affected party will use reasonable efforts to resume performance.

24. Notices

We may give notice to the Customer by email to the Billing Admin's email address on file, or by posting the notice in the Product or on our website. The Customer may give notice to us by email to support@liquidtrinitytechnologies.com. A notice sent by email is deemed received on the next business day after it is sent.

25. General provisions

• Assignment. Neither party may assign or transfer these Terms, by operation of law or otherwise, without the other party's prior written consent, except that either party may assign these Terms to a successor in a merger, acquisition, or sale of all or substantially all of its related assets, on written notice. Any other attempted assignment is void.
• Independent contractors. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary, or employment relationship.
• No third-party beneficiaries. These Terms are for the benefit of the parties and their permitted successors and assigns only, and no other person has any right to enforce them.
• Severability. If a court of competent jurisdiction holds a provision of these Terms to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force.
• Waiver. A party's failure or delay in enforcing a provision is not a waiver of that provision or of any other right. A waiver is effective only if it is in writing and signed or sent by email by the waiving party.
• Entire agreement. These Terms, the Privacy Policy, and the DPA, together with any order form, are the entire agreement between the parties on their subject matter and supersede all prior and contemporaneous agreements and understandings on it. If they conflict, the DPA controls as to personal data, then the product terms below as to the relevant Product, then these Terms.
• Electronic acceptance and communications. The Customer agrees that these Terms may be accepted electronically, that its acceptance has the same effect as a handwritten signature, and that we may give it notices and other communications electronically.
• Headings and interpretation. Headings are for convenience only and do not affect interpretation. The word "including" means "including without limitation." These Terms are not to be construed against either party as drafter.

26. Changes to these Terms

We may update these Terms from time to time. We will announce material changes by email to Billing Admins or on our website at least 30 days before they take effect. If the Customer keeps using the Products after that date, it accepts the updated Terms. If the Customer does not agree to the update, it may cancel before the change takes effect.

27. Contact

Liquid Trinity Productions LLC, doing business as Liquid Trinity Technologies
Santa Monica, California, USA
support@liquidtrinitytechnologies.com

We aim to respond within 2 business days (Pacific Time).