Truli

Last Updated: July 2025

These Terms of Service (this "Agreement") are entered into by and between Truli Technologies Inc., a Delaware corporation ("Truli," "we," "us," or "our"), and the entity or person accessing or using the Truli Platform ("Customer" or "you"). This Agreement consists of the terms and conditions set forth below and any Order Forms that reference this Agreement. If you are accessing or using the Truli Platform on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to "you" reference your company.

Please note that Truli may modify the terms and conditions of this Agreement in accordance with Section 10.3 (Amendment; Waivers).

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING THE TRULI PLATFORM, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE THE TRULI PLATFORM. EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT.

1. Definitions

The following terms, when used in this Agreement will have the following meanings:

"Affiliates" means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity, so long as such Control exists. For the purposes of this definition, "Control" means beneficial ownership of 50% or more of the voting power or equity in an entity.

"Confidential Information" means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure.

"Documentation" means the printed and digital instructions, on-line help files, technical documentation and user manuals made available by Truli for the Truli Platform.

"Truli Platform" means Truli's SaaS-based regulatory compliance platform for automating FDA compliance analysis for food and supplement companies.

2. Truli Platform

2.1 Account Registration

Customer may need to register for a Truli account in order to use the Truli Platform. Account information must be accurate, current, and complete. Customer agrees to keep this information up-to-date so that Truli may send notices, statements, and other information by email or through Customer's account.

2.2 Provision of Truli Platform

Subject to the terms and conditions of this Agreement, Truli will make the Truli Platform available to Customer pursuant to this Agreement and the applicable Order Form, and hereby grants Customer a non-exclusive, non-transferrable, non-sublicensable right to access and use the Truli Platform for its internal business purposes.

2.3 Free Access Subscriptions

Truli may provide Customer with the Truli Platform for free or on a trial basis (a "Free Access Subscription"). Truli makes no promises that any Free Access Subscriptions will be made available under the same commercial or other terms. Truli may terminate Customer's right to use any Free Access Subscriptions at any time in Truli's sole discretion without liability.

3. Data Security and Privacy

Truli will maintain a security program materially in accordance with industry standards that is designed to ensure the security and integrity of data, information and materials uploaded by or on behalf of Customer to the Truli Platform ("Customer Data").

4. Customer Responsibilities

Customer will:

Be responsible for all use of the Truli Platform under its account
Use commercially reasonable efforts to prevent unauthorized access to the Truli Platform
Be responsible for obtaining and maintaining any equipment and software needed to access the Truli Platform

5. Proprietary Rights

As between the parties, Truli exclusively owns all right, title and interest in and to the Truli Platform, and Customer exclusively owns all right, title and interest in and to the Customer Data.

6. Disclaimers

EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES THAT THE TRULI PLATFORM IS INTENDED TO AUGMENT, BUT NOT REPLACE, CUSTOMER'S OWN REGULATORY COMPLIANCE SYSTEMS AND PROCESSES.

7. Limitation of Liability

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, UNDER NO LEGAL THEORY WILL EITHER PARTY BE LIABLE TO THE OTHER UNDER THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, OR LOST SALES.

8. Termination

Each party may terminate this Agreement upon written notice if the other party fails to cure any material breach within thirty (30) days after written notice detailing the breach.

9. Governing Law

This Agreement will be governed by the laws of the State of Delaware, exclusive of its rules governing choice of law and conflict of laws.

10. Contact Information

If you have any questions about these Terms of Service, please contact us at legal@truli.io.