API Terms and Conditions

1. Introduction

Welcome to Trellis's Application Programming Interfaces, their related services, data, documentation, materials, and software (collectively, the "API"). Trellis herein means Trellis Tech, Inc., a Delaware corporation and its subsidiaries, and may be referred to as "Trellis", "Company", "we", "us", and "our".

Please carefully read the following Terms. By registering for, accessing, and/or using the API, you accept, consent to, and agree to be bound by the terms herein, as well as any other applicable terms, policies, documentation, and guidelines of Trellis (including those with respect to other Trellis products, or the Trellis website and application) (collectively, the "Terms"). If you do not accept the Terms, do not register for, access, and/or use the API.

The term "you/your" herein refers to you, your company, your employees, and/or any entity that you represent. You hereby represent and warrant that you have the authority and power to enter into the Terms and to be bound by them.

We reserve the right to amend the Terms from time to time. For material changes, Trellis will provide at least thirty (30) days' advance written notice (via email to the address associated with your API account or through the API developer portal) before such changes take effect. Non-material changes may take effect upon posting. Your continued access to, or use of, the API after the effective date of any amendment constitutes your acceptance of the revised Terms. If you do not agree to a material amendment, you may terminate these Terms by providing written notice to Trellis before the effective date of such amendment.

2. Accessing Our API

In order to access and/or use our API, you shall be required to register for an API account through the Trellis Platform or through one of Trellis's approved integration partners (a "Partner"). Such registration may require you to provide contact and other identification information.

Subject to the Terms, you may access and use our APIs in connection with functionalities, applications, products, and/or services offered by you, in order to develop added functionalities and features thereto (the "Integrations"). You shall use the APIs strictly in accordance with the documentation provided therewith.

You shall comply with the Terms and with any applicable laws and regulations, as well as with the rights of third parties (including without limitation, intellectual property rights and privacy protection rights).

Access and use of our API may be subject to fees, at the rates and terms as published on the Trellis developer portal or as separately agreed in writing between you and Trellis. Trellis will provide at least thirty (30) days' advance notice of any changes to API fees. We may suspend access to the API, in whole or in part, for all users or for certain users, for periodic maintenance or similar purposes, and will use commercially reasonable efforts to provide advance notice of scheduled maintenance through the API developer portal or status page.

3. API Key and Authentication

Upon registration, Trellis will provide you with API credentials, which may include an API key, OAuth tokens, or other authentication mechanisms ("API Credentials"). You shall:

• Keep all API Credentials strictly confidential and not share them with unauthorized third parties.
• Implement reasonable security measures to protect API Credentials from unauthorized access or disclosure.
• Immediately notify Trellis if you become aware of any unauthorized use or disclosure of your API Credentials.
• Not attempt to circumvent any authentication mechanisms or rate limits imposed by Trellis.

Trellis reserves the right to revoke or regenerate API Credentials at any time if Trellis reasonably believes that the credentials have been compromised or misused. Where an imminent security threat exists, Trellis may revoke credentials immediately without prior notice. In all other cases, Trellis will use commercially reasonable efforts to provide at least forty-eight (48) hours' advance notice before revoking or regenerating API Credentials.

4. Rate Limits and Usage Restrictions

Trellis imposes rate limits on API usage to ensure fair access and maintain system stability. You shall:

• Comply with all published rate limits and usage quotas as specified in the API documentation.
• Implement appropriate retry logic with exponential backoff for handling rate limit errors.
• Not attempt to circumvent rate limits through multiple accounts, distributed requests, or any other means.
• Monitor your API usage and proactively manage your request volume to stay within allocated limits.

Trellis reserves the right to modify rate limits upon at least thirty (30) days' advance notice through the API developer portal. Existing integrations operating within previously published rate limits will be granted a reasonable transition period of no less than sixty (60) days to adjust to reduced limits. Excessive or abusive API usage may result in temporary throttling, and if not remedied within a reasonable cure period, permanent suspension of API access.

5. Data Privacy

You shall publish and maintain a privacy policy which clearly sets forth which data you collect from users of the Integrations (the "Integration Users"), as well as how such data is collected, used, stored, transferred, and the purpose of its collection.

You shall ensure that you have obtained all required consents in connection with the collection and other uses of the Integration Users' data. You shall ensure to use the Integration Users' data in accordance with the purpose so authorized by the said Integration User.

Your privacy policy shall comply with all applicable laws, including but not limited to the GDPR, CCPA, and any other applicable data protection regulations.

You shall not use any data obtained through the API for purposes other than those expressly authorized by these Terms and your privacy policy. You shall implement appropriate technical and organizational measures to protect all data obtained through the API, including at a minimum: (a) encryption of personal data in transit (TLS 1.2 or higher) and at rest (AES-256 or equivalent); (b) access controls limiting data access to authorized personnel on a need-to-know basis; (c) regular security assessments and vulnerability testing; and (d) a documented incident response plan. You shall not retain personal data obtained through the API for longer than is necessary to fulfill the purpose for which it was collected, and in no event longer than twelve (12) months after the data was last accessed through the API, unless a longer retention period is required by applicable law. In the event of a data breach involving data obtained through the API, you shall notify Trellis within forty-eight (48) hours of becoming aware of such breach. Where the processing of personal data is subject to the GDPR or other applicable data protection laws, the parties shall enter into a Data Processing Addendum.

6. Responsibility

You shall be solely responsible for the Integrations and Trellis shall incur no liability with respect to the Integrations. You hereby represent and warrant that you have and shall maintain all rights required to develop and provide the Integrations, and that the Integrations and the Integration Users' use thereof, do not violate the rights of any third parties and comply with any applicable law.

You shall be required to provide support and maintenance to the Integration Users with respect to the Integrations.

7. Ownership and License

All rights, title, and interest in and to the API, including without limitation, intellectual property rights, are the exclusive property of Trellis and its licensors. Other than the limited license contained herein, you have no other rights or interest in the API.

If you provide Trellis with any suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the API ("Feedback"), you hereby grant Trellis a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully sublicensable license to use, reproduce, modify, create derivative works from, distribute, and otherwise exploit such Feedback for any purpose, without obligation or compensation to you. For the avoidance of doubt, Feedback does not include your pre-existing intellectual property or your Integrations.

You hereby provide Trellis with a non-exclusive, non-transferable, revocable, limited license to use your trademark, trade name, and/or logo in connection with the Integrations, for the purposes of publishing and promoting the availability of the Integrations to Trellis's users, subject to your prior written approval. You may revoke this license at any time upon written notice to Trellis.

Trellis hereby grants to you a non-exclusive, non-transferable, revocable, limited license to (i) access and use the API, in accordance with and subject to the Terms, for the sole purpose of developing Integrations, and (ii) to refer to Trellis (and include its logo) on your website for the sole purpose of advertising the Integrations.

Other than as provided herein, you may not use our trade names, marks, logos, or domain names. You must refrain from any action or omission that may dilute or damage our goodwill.

8. Restrictions of Use

In using the API, you shall refrain from:

• Breaching the Terms or any other applicable rules and instructions that we may convey with respect to the use of the API;
• Modifying, reverse engineering, decompiling, disassembling, reducing to human readable form, or otherwise interfering with the API;
• Violating any applicable law, including laws governing privacy, defamation, spam, and intellectual property rights;
• Interfering with, burdening, or disrupting the functionality of the API;
• Breaching the security of the API or identifying any security vulnerabilities in it;
• Circumventing or manipulating the operation or functionality of the API, or attempting to enable features or functionalities that are otherwise disabled, inaccessible, or undocumented;
• Using or launching any automated system, including robots, crawlers, and similar applications, to collect and compile content from the API beyond authorized use;
• Impersonating any person or entity, or making any false statements;
• Collecting, harvesting, obtaining, processing, or sharing personal information other than as provided herein;
• Applying terms and conditions on the Integration Users which are inconsistent or contradictory to these Terms;
• Using the API in any way that may be harmful to Trellis and/or its business;
• Using the API to develop or create a similar or competitive service to Trellis.

Trellis may employ technological measures to detect and prevent fraudulent or abusive use of the API.

9. AI-Specific API Terms

Where the API provides access to Trellis's AI-powered features and services, the following additional terms apply:

AI Outputs: Any outputs generated through AI-powered API endpoints are provided for informational purposes only and should be reviewed by a human before being acted upon.

Data Usage: Anonymized and aggregated data derived from API usage may be used to improve the quality and accuracy of Trellis's AI models, subject to applicable data protection laws and our Privacy Policy. Personal data submitted through AI-powered API endpoints will not be used for AI model training or improvement unless you have provided explicit opt-in consent.

No Guarantees: Trellis does not guarantee the accuracy, completeness, or appropriateness of any AI-generated outputs. You are solely responsible for any actions taken based on such outputs.

Prohibited Uses: You shall not use AI-powered API endpoints to generate content that is misleading, discriminatory, defamatory, or otherwise in violation of applicable laws or these Terms.

Rate Limits: AI-powered API endpoints may be subject to separate and additional rate limits as specified in the API documentation.

API Versioning and Deprecation: Trellis may release new versions of the API from time to time. When a new version is released, the prior version will be supported for a minimum of twelve (12) months from the date of the new version's general availability (the "Deprecation Period"). Trellis will provide at least ninety (90) days' advance written notice before deprecating any API version or endpoint.

API Availability: While Trellis uses commercially reasonable efforts to maintain API availability, the API is not guaranteed to be available at all times. Trellis will maintain a public status page to communicate planned maintenance windows and unplanned outages.

Third-Party Integrations: The API may enable interactions with third-party services, platforms, or systems. Trellis is not responsible for the availability, accuracy, or performance of any third-party services.

10. Confidentiality

Each party acknowledges that it may receive or have access to information that is proprietary or confidential to the other party ("Confidential Information"). Confidential Information includes the API, its documentation, technical specifications, security protocols, pricing, and any non-public information received through the API. Each party shall hold all Confidential Information in strict confidence; not disclose it to any third party without prior written consent; and protect it using the same degree of care it uses to protect its own confidential information. Confidentiality obligations under this Section shall survive termination for a period of three (3) years, except with respect to trade secrets, which shall be protected indefinitely.

11. Termination

You may request to terminate the Terms at any time by sending an email to support@trellistech.com. Termination will not relieve you from remitting all payments due.

We may also terminate these Terms for any reason upon advance notice of ninety (90) days to you.

Upon termination, you shall cease all use of the API within thirty (30) days (the "Wind-Down Period"), during which you may continue to access the API solely for the purpose of migrating your Integration and exporting your data. Following the Wind-Down Period, you shall delete any data obtained through the API and certify such deletion in writing to Trellis within fifteen (15) days.

12. DISCLAIMER OF WARRANTY

THE APIS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND. WE AND OUR AFFILIATES, AND OUR AND OUR AFFILIATES' PARTNERS, EMPLOYEES, DIRECTORS, OFFICERS, SUBCONTRACTORS, SERVICE PROVIDERS, AGENTS AND REPRESENTATIVES (COLLECTIVELY, THE "PERSONNEL") DISCLAIM ALL REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE API AND THE TRELLIS PLATFORM, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, NON-INFRINGEMENT, TITLE, COMPATIBILITY, PERFORMANCE, SECURITY, ACCURACY, ENHANCED GOODWILL OR EXPECTED BENEFITS.

13. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE, OUR AFFILIATES AND THE PERSONNEL, SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, STATUTORY, INCIDENTAL OR CONSEQUENTIAL DAMAGE, LOSS OF PROFIT, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITIES, AND ANY INTANGIBLE OR ECONOMIC LOSS, WHETHER BASED ON TORT, NEGLIGENCE, OR ANY OTHER THEORY OF LIABILITY, ARISING FROM OR IN CONNECTION WITH THE APIS AND THE TRELLIS PLATFORM.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL, MAXIMUM AND AGGREGATE LIABILITY TO YOU UNDER THESE TERMS SHALL BE LIMITED TO THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO TRELLIS IN CONNECTION WITH THE USE OF THE APIS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT PURPORTEDLY GIVING RISE TO THE LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS ($100). THE FOREGOING LIMITATION SHALL NOT APPLY TO: (I) LIABILITY ARISING FROM TRELLIS'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE; (II) TRELLIS'S INDEMNIFICATION OBLIGATIONS UNDER THESE TERMS (IF ANY); OR (III) LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

14. Indemnification

To the maximum extent permitted by law, you will indemnify, defend, and hold harmless Trellis and its affiliates, and the Personnel, from and against any damages, losses, costs, and expenses, including reasonable attorney's fees, resulting from any third-party claim arising from your use of the API in violation of these Terms, your breach of the Terms, your violation of any third party's rights, your Integrations, or your gross negligence or willful misconduct.

Trellis will indemnify, defend, and hold harmless you from and against any third-party claim that the API, as provided by Trellis and used in accordance with these Terms, infringes such third party's intellectual property rights, provided that Trellis shall have no obligation to the extent such claim arises from your modification of the API, your combination of the API with non-Trellis products, or your use of the API other than in accordance with these Terms.

15. Governing Law and Dispute Resolution

These Terms and your use of the API will be governed by and construed solely in accordance with the laws of the State of Delaware, excluding any otherwise applicable rules of conflict of laws.

Any and all disputes shall be settled through binding arbitration administered by the American Arbitration Association (AAA), under its Commercial Arbitration Rules. However, you may lodge claims in small claims court if your claim qualifies.

EU Users: For users located in the European Union, nothing in this section shall deprive the user of any mandatory consumer protection rights under EU law. EU users may also bring proceedings in their local courts as permitted by applicable EU regulations.

16. General

These Terms constitute the entire agreement between you and Trellis concerning the subject matter herein. These Terms may only be modified by written amendment duly executed by us.

No waiver or modification of these Terms will be effective unless consented to explicitly and executed in writing by our authorized representative.

You may not assign your rights and obligations under these Terms without our prior written consent. We may assign and delegate these Terms in their entirety upon notice to you.

If any provision is held to be illegal, invalid, or unenforceable, the remaining provisions shall continue in full force and effect.

Survival: The following Sections shall survive termination: Section 5 (Data Privacy), Section 6 (Responsibility), Section 7 (Ownership and License), Section 10 (Confidentiality), Section 12 (Disclaimer of Warranty), Section 13 (Limitation of Liability), Section 14 (Indemnification), Section 15 (Governing Law and Dispute Resolution), and this Section 16 (General).

17. Contact Us

If you have any questions or comments, please contact us: