A. OVERVIEW
Sherlock, hereinafter referred to as "Sherlock" or the "Platform", is an online branded service offered by TrSoft (d/b/a planetRE), hereinafter referred to as "TrSoft”. Sherlock provides an automated service to detect, report, and enforce copyrights on images, with details outlined in Section C below. The licensee company ("Customer") is the one who wishes to license the Sherlock Platform—including its software and content—under the terms and conditions of this License and Services Agreement ("Agreement"). Sherlock is designed to be integrated as an API feature within third-party MLS software. API keys will be provided to the Customer's chosen MLS vendor for integration.
B. LICENSE
For the duration of this Agreement and any subsequent renewals, TrSoft grants Customer a non-exclusive license to access and use the Platform, including all software and content, in accordance with the terms of this Agreement.
C. SERVICES
Throughout the term of this Agreement and any renewals, TrSoft will provide the following services (collectively, the "Services"), which may be modified over time:
Sherlock API: The Sherlock system will be activated through API calls during the image uploading process when an agent creates a new listing using the Customer's chosen MLS vendor. For each image submitted through an API call, Sherlock performs:
Image Detection Timeline Disclosure: Please note that newly uploaded images may require up to one week after they appear online before they can be properly detected by our system. This is because it takes time for any published content to propagate through the internet. If the original owner of the photo recently uploaded a photo—particularly if this occurred close to the listing photo submission date—it may not be detected during the scanning.
To address this timing consideration, Customer may decide and have the MLS vendors implement a secondary scan of all uploaded photos using the Step 1 protocol several days after the initial photo upload. This additional scanning will ensure more comprehensive detection coverage.
D. LAUNCH DATE
Customer will provide API documentation and working production API keys to one or more vendors of their choice for integration at Customer's expense. Customer is responsible for ensuring vendors complete the integration in a timely manner. Failure by Customer or its vendors to fulfill these obligations constitutes a material breach that may result in early termination of this Agreement and the application of termination penalties as specified in Section M.
E. CUSTOMER'S USERS
Customer may grant API access to multiple MLS vendors that support their operations.
F. UPDATES AND COMMUNICATION
G. USAGE AND ACCESS RIGHTS
1. ELIGIBILITY TO USE
You represent and warrant that:
a) You are of legal age (at least 18 years old or otherwise of legal age in your jurisdiction) and competent to agree to these Terms
b) Neither you nor your Authorized Users are located in, under the control of, or nationals or residents of any U.S. embargoed country or territory, and are not prohibited end users under Export Control Laws (as defined in Section Q.3)
You acknowledge that you cannot use the Platform if you cannot make these representations. If TrSoft has previously prohibited you from accessing the Platform or using Sherlock Services, you remain prohibited from doing so.
If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to bind that organization or entity to these Terms (in which case, "you" and "your" in these Terms refer to that organization or entity, except in this sentence).
2. LIMITED LICENSE
Upon accepting these Terms, we grant you a limited, non-exclusive, and non-transferable API license to access and use Sherlock for your internal business purposes, as expressly permitted in these Terms and any applicable paid Customer plan ("Subscription Plan") that enables registration of an Account.
You shall not use or permit use of the Platform for any illegal purpose or in any manner inconsistent with these Terms. If you are or become a direct competitor of Sherlock, you may not access or use Sherlock Services without TrSoft's explicit, advance written consent, and then only for purposes specifically authorized in writing.
Except as otherwise restricted by these Terms, TrSoft grants you permission on a non-exclusive, non-transferable, limited basis to display, copy, and download content and materials on the Platform provided that you:
a) Retain all copyright and proprietary notices on the content and materials b) Use them solely for purposes as permitted by your Subscription Plan
Each Subscription Plan includes specific restrictions and requirements outlining the features you may access. Violating the license provisions in this Section G2 may result in immediate termination of your right to use the Platform and potential liability for copyright infringement or other claims.
H. OWNERSHIP
1. INTELLECTUAL PROPERTY
The Platform contains proprietary materials protected by copyright laws, international treaty provisions, trademarks, patents (pending or granted), service marks, and other intellectual property laws and treaties.
a) The Platform is protected as a collective work or compilation under copyright and other laws. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions on the Platform. You acknowledge that the Platform contains original works developed, compiled, prepared, revised, selected, and arranged by TrSoft and others through methods and standards of judgment developed through substantial time, effort, and financial investment, constituting valuable intellectual property. All present and future rights in trade secrets, patents, designs, copyrights, trademarks, database rights, service marks, know-how, code, and other intellectual property, including all applications and registrations relating to the Platform, shall remain the sole and exclusive property of TrSoft.
b) The trademarks, logos, taglines, and service marks displayed on the Platform (collectively, "Trademarks") are registered and unregistered Trademarks of TrSoft and others. These Trademarks may not be used in advertising or publicity, or to indicate TrSoft's sponsorship of or affiliation with any product, service, event, or organization without TrSoft's prior express written permission. TrSoft acknowledges the Trademarks of other organizations for their respective products or services mentioned on the Platform. Any rights not expressly granted in these Terms or on the IP Pages are reserved by TrSoft. Other than as provided in these Terms or in the IP Pages (www.planetre.com and www.chocolatechips.ai), your use of Trademarks or any other Sherlock content is strictly prohibited.
2. COPYRIGHT
TrSoft respects copyright law and expects its users to do the same. If you believe any content on the Platform infringes copyrights you own, please notify us promptly.
3. SOFTWARE USE RESTRICTIONS
Software available for downloading (including APIs) through the Platform or third-party websites or applications (the "Software") is copyrighted work of TrSoft and third-party providers. Use of the Software is governed by these Terms. Unauthorized reproduction or distribution of the Software is expressly prohibited by law and may result in civil and criminal penalties.
I. NON-DOCUMENT CONTENT AND SUBMISSIONS/USER CONTENT
1. SCREENING & REMOVAL
You acknowledge that TrSoft and its designees may or may not pre-screen User Content before it appears on the Platform or Sherlock Services, but have no obligation to do so. You agree that TrSoft reserves the right (but does not assume the obligation) in its sole discretion to reject, move, edit, or remove any User Content submitted to the Platform or Sherlock Services.
Without limiting the foregoing, TrSoft and its designees may remove any User Content that violates these Terms or is otherwise objectionable in TrSoft's sole discretion. You acknowledge that TrSoft does not verify, adopt, ratify, or sanction User Content, and you must evaluate and bear all risks associated with User Content or your reliance on its accuracy, completeness, or usefulness.
J. RESTRICTIONS ON USE OF THE PLATFORM
1. PROHIBITED ACTIVITIES
By using the Platform, including any Sherlock Service, you specifically agree not to engage in any activity or transmit any information that, in our sole discretion:
a) Is illegal or violates any federal, state, or local law or regulation
b) Advocates illegal activity or discusses illegal activities with the intent to commit them
c) Violates third-party rights, including privacy rights, publicity rights, patent, trade secret, or other intellectual property or proprietary rights
d) Is harmful, threatening, abusive, harassing, tortious, indecent, defamatory, sexually explicit, pornographic, discriminatory, vulgar, profane, obscene, libelous, constitutes hate speech, promotes violence, or is otherwise objectionable
e) Interferes with any other party's use and enjoyment of the Services
f) Impersonates another person or entity
g) Is commercial in a way that violates these Terms, including using the Platform for spam, surveys, contests, pyramid schemes, or other advertising materials
h) Falsely states, misrepresents, or conceals your affiliation with another person or entity
i) Accesses or uses another user's account without permission
j) Distributes computer viruses or other code, files, or programs that interrupt, destroy, or limit the functionality of software, hardware, or electronic communications equipment
k) Interferes with, disrupts, disables, overburdens, or destroys the functionality of the Platform, its servers or networks, or any Sherlock Services
l) "Hacks" or accesses without permission our proprietary or confidential records, those of another user, or anyone else
m) Improperly solicits personal or sensitive information from other users, including addresses, credit card or financial account information, or passwords
n) Decompiles, reverse engineers, disassembles, or attempts to derive source code from the Platform, except as expressly permitted in these Terms or by applicable law
o) Removes, circumvents, disables, damages, or interferes with security features or features that enforce limitations on Platform use
p) Uses automated or manual means to violate robot exclusion headers on the Platform or bypasses measures that prevent or limit access, such as "screen scraping," "database scraping," or similar activities to obtain user lists or other information
q) Modifies, copies, scrapes, crawls, displays, distributes, publishes, licenses, sells, rents, leases, lends, transfers, or commercializes any materials or content on the Platform
r) Uses the Services for benchmarking or to compile information for a competing product or service
s) Downloads (except for permitted personal use caching), distributes, posts, transmits, performs, reproduces, broadcasts, duplicates, uploads, licenses, creates derivative works from, or offers for sale any content from the Platform or Sherlock Services, except as explicitly allowed in these Terms or with TrSoft's prior written consent
t) Attempts to do any of the above
If you believe content on the Platform violates these restrictions, please contact us at support@planetre.com.
2. ADDITIONAL CUSTOMER RESTRICTIONS
Customers shall not, and shall not permit others to:
a) Use Sherlock Services in a manner that circumvents contractual usage restrictions or exceeds authorized use or usage metrics set forth in these Terms, any applicable Subscription Plan, or TrSoft's Reasonable Use Policy (https://planetre.com/privacy-policy.html)
b) License, sublicense, sell, resell, rent, lease, transfer, distribute, time share, or otherwise make any portion of Sherlock Services or Sherlock's technical and functional documentation ("Documentation") available to third parties except as expressly permitted in these Terms
c) Access or use Sherlock Services or Documentation to: (i) develop or operate products or services offered to third parties that compete with Sherlock Services, or (ii) allow access to your Account by a direct Sherlock competitor
3. WEBSITE LINKING AND FRAMING
You may not frame the Platform, place pop-up windows over its pages, or otherwise affect its display. You may link to the Platform provided you do not link to any website containing inappropriate, profane, defamatory, infringing, obscene, indecent, or unlawful content or information that violates intellectual property, privacy, or publicity rights. Violations may result in immediate termination of your access to the Platform.
4. MONITORING
We have no obligation to monitor your—or anyone else's—access to or use of the Platform for violations of these Terms, or to review or edit content. However, we may do so to operate and improve the Platform (including for fraud prevention, risk assessment, investigation, customer support, analytics, and advertising), to ensure compliance with these Terms, and to comply with applicable law or government orders.
K. PRIVACY
1. TRSOFT PRIVACY POLICY
You acknowledge that, except as described in these Terms or applicable Corporate Terms, information you provide or that we collect will be used and protected as described in the planetRE Privacy Policy (https://planetre.com/privacy-policy.html). Please review the Privacy Policy carefully.
2. ACCESS & DISCLOSURE
We may access, preserve, or share your information when we reasonably believe such sharing is necessary to investigate, prevent, or address possible illegal activities or to comply with legal process (e.g., a subpoena). We may also share your information in situations involving potential threats to physical safety, violations of our policies or terms, or to respond to claims of third-party rights violations and/or to protect the rights, property, and safety of TrSoft, our employees, users, or the public. This may involve sharing your information with law enforcement, government agencies, courts, or other organizations.
L. TERMS SPECIFIC TO SHERLOCK SERVICES
1. RIGHT TO USE SHERLOCK SERVICES
Subject to these Terms, TrSoft will provide Sherlock Services to Customers according to each Customer's Subscription Plan. TrSoft grants each Customer a limited, non-exclusive, non-transferrable right and license during the Term, solely for internal business purposes and in accordance with the Documentation, to:
a) Use the Sherlock Services b) Implement, configure, and, through Account Administrator(s), permit Authorized Users to access and use Sherlock Services up to applicable limits c) Access and use the Documentation
a. Authorized Users
Customer's Authorized Users must be identified by unique email addresses and usernames; two or more people may not share the same Authorized User credentials. If an Authorized User is not a Customer employee, use of Sherlock Services is permitted only if the user is under confidentiality and other obligations with Customer at least as restrictive as these Terms, and is accessing Sherlock Services solely to support Customer's internal business purposes.
b. Account Administrator
Customer may designate and authorize one or more Authorized Users to manage Customer's Account. Account management responsibilities include, without limitation, configuring administration settings, assigning access and use authorization, requesting additional services, providing usage records, managing templates, executing approved campaigns and events, assisting with third-party integrations, and accepting notices, disclosures, terms, and conditions ("Account Administrator"). Customer may appoint an employee or third-party business partner or contractor as Account Administrator(s) and may change this designation through its Account.
2. PAYMENT TERMS
a. Subscription Plan
The prices, features, and options of Sherlock Services depend on the selected Subscription Plan, optional add-ons within the subscribed account, and any Customer-initiated changes. TrSoft does not guarantee that any particular Subscription Plan will be offered indefinitely and reserves the right to change prices or alter features and options in any Subscription Plan without prior notice.
b. No Refunds
Customer will promptly pay all fees associated with its Subscription Plan, Account, or use of Sherlock Services, including by Authorized Users. CUSTOMER PAYMENTS ARE NON-REFUNDABLE EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS. Pre-paid Subscription Plan charges will be billed in advance. Per-use purchases and standard Subscription Plan charges will be billed in arrears unless otherwise specified.
c. Recurring Charges
When purchasing a Subscription Plan, you must provide accurate and complete information for a valid payment method you are authorized to use. You will be billed through your provided payment method (such as a credit card) or through intermediary providers or payment gateways such as Stripe (“Payment Method”). Customer must promptly notify TrSoft of any invoicing address changes and update Account information for payment method changes.
BY REGISTERING FOR A SUBSCRIPTION PLAN, CUSTOMER AUTHORIZES TRSOFT OR ITS AGENT TO CHARGE THE PAYMENT METHOD ON A RECURRING (MONTHLY) BASIS ("AUTHORIZATION") FOR: (a) APPLICABLE SUBSCRIPTION PLAN CHARGES; (b) ALL APPLICABLE TAXES; AND (c) ANY OTHER CHARGES INCURRED INCLUDING THOSE FROM INTERMEDIATE PAYMENT PROCESSORS OR PAYMENT GATEWAYS RELATED TO CUSTOMER'S USE OF SHERLOCK SERVICES. This Authorization continues throughout the Subscription Term and any Renewal Term (as defined in Section M.2) until Customer cancels as specified in Section M.3.
d. Late Fees & Collection Costs
If TrSoft does not receive payment through Customer's payment method, Customer agrees to pay all amounts due upon demand. Unpaid amounts will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable law, whichever is less, calculated and compounded daily from the due date until payment. Customer will reimburse all costs and expenses (including reasonable attorneys' fees) incurred by TrSoft to collect overdue amounts. TrSoft may accept partial payment without prejudice to its right to recover the balance or pursue other remedies. Customer may not withhold or offset amounts due to TrSoft for any reason.
e. Invoices
TrSoft will provide billing and usage information in a format of its choosing, which may change periodically. TrSoft reserves the right to correct any errors or mistakes even after issuing an invoice or receiving payment. Customer must notify TrSoft of billing problems or discrepancies within thirty (30) days after they first appear on an invoice. Customer waives the right to dispute problems/discrepancies not reported within this timeframe.
f. Billing Cycles
Billing cycle end dates may change occasionally. For billing cycles covering less than or more than a full month, we may make reasonable adjustments or prorations. Customer agrees that we may (at our option) accumulate charges during a billing cycle and submit them as aggregate charges during or at the end of the cycle, and that we may delay obtaining authorization or payment from Customer's payment card issuer or App Store until submission of accumulated charges.
g. Benefit Programs
You may receive or be eligible for certain pricing structures, discounts, features, promotions, or other benefits (collectively, "Benefits") through a business or government agreement with us ("Business Terms"). All such Benefits are provided solely based on the corresponding Business Terms and may be modified or terminated without notice. If you use Sherlock Services and a business or government entity pays your charges or is otherwise liable for the charges, you authorize us to share your account information with that entity and/or its authorized agents. If you are enrolled in a Subscription Plan or receive Benefits tied to Business Terms but are liable for your own charges, you authorize us to share sufficient account information to verify your continuing eligibility for those Benefits and the Subscription Plan.
h. Tax Responsibility
All payments required by these Terms are stated exclusive of taxes, duties, levies, imposts, fines, or similar governmental assessments, including sales and use taxes, value-added taxes ("VAT"), goods and services taxes ("GST"), excise, business, service, and similar transactional taxes imposed by any jurisdiction and related interest and penalties, excluding taxes based on TrSoft's net income (collectively, "Taxes"). Customer is responsible for all Taxes associated with its purchase of, payment for, access to, or use of Sherlock Services. When TrSoft is responsible for remitting Taxes, these will be added to the payment and payable to TrSoft simultaneously with the payment. Taxes shall not be deducted from payments to TrSoft, except as required by law, in which case Customer shall increase the payment amount so that after all required deductions and withholdings, TrSoft receives and retains (free from Tax liability) an amount equal to what it would have received without such deductions. Customer confirms that TrSoft can rely on the name and address in Customer's Subscription Plan registration as the place of supply for Tax purposes. TrSoft's and Customer's tax obligations under this Section 2.h survive termination or expiration of these Terms.
i. Intermediary Provider Billing
If your Subscription Plan uses intermediary provider billing, your provider will automatically charge your Payment Method account monthly for the Subscription Plan cost and applicable taxes. If your payments are not current, we reserve the right to terminate your account, suspend access to your Subscription Plan, or convert your subscription to a non-subscription account. You remain responsible for all past due amounts.
3. DATA
a. Data Generally
You are responsible for data you provide or use with Sherlock Services. You are solely responsible for determining Sherlock Services' suitability for your business or organization and complying with regulations, laws, or conventions applicable to your data and use of Sherlock Services and the Platform.
b. Personal Data
Customer warrants that its collection and use of personal information or data while using the Platform complies with all applicable data protection laws, rules, and regulations. Customer and its Authorized Users acknowledge that TrSoft may process personal data in accordance with the planetRE Privacy Policy (https://planetre.com/privacy-policy.html).
4. CUSTOMER WARRANTIES
Customer represents and warrants to TrSoft that:
a) It has all requisite rights and authority to use Sherlock Services under these Terms and to grant all applicable rights herein
b) It is responsible for all use of Sherlock Services associated with its Account
c) It is solely responsible for maintaining the confidentiality of its Account names and password(s)
d) It will immediately notify TrSoft of any unauthorized Account use it becomes aware of
e) It acknowledges TrSoft will not be liable for losses from a third party's Account use, regardless of whether such use occurs with or without Customer's knowledge or consent
f) It will use Sherlock Services only for lawful purposes and in compliance with these Terms
g) All information submitted to TrSoft is true, accurate, and correct
h) It will not attempt to gain unauthorized access to the System, Sherlock Services, other accounts, computer systems, or networks under TrSoft's control through hacking, password mining, or other unauthorized means
5. CONFIDENTIALITY
a. Confidential Information
"Confidential Information" means:
(a) For TrSoft and its Affiliates, the Sherlock Services and Documentation (b) For Customer and its Affiliates, Customer Data (c) Other information of a party or its Affiliates disclosed in writing or orally and designated as confidential or proprietary at disclosure (and for oral disclosures, summarized in writing within thirty (30) days and delivered to the Recipient), or information that the Recipient would clearly understand to be confidential given its nature (d) The specific terms and conditions of these Terms and any amendments or attachments between the parties
Confidential Information excludes information that:
(i) Becomes generally known to the public through no fault of the Recipient (ii) Was rightfully in the Recipient's possession at disclosure without use or disclosure restrictions (iii) Was independently developed by the Recipient without using the disclosing party's Confidential Information (iv) Was rightfully obtained by the Recipient from a third party not under confidentiality obligations or use/disclosure restrictions
Information provided to TrSoft that is not Confidential Information will be treated according to the planetRE Privacy Policy (https://planetre.com/privacy-policy.html).
b. Restricted Use and Nondisclosure
During and after the Subscription Term, the party receiving Confidential Information ("Recipient") will:
(a) Use the other party's Confidential Information solely for its intended purpose (b) Not disclose such Confidential Information to third parties, except on a need-to-know basis to attorneys, auditors, consultants, and service providers under confidentiality obligations at least as restrictive as those herein (c) Protect such Confidential Information from unauthorized use and disclosure with at least the same degree of care (but no less than reasonable care) used to protect its own similar Confidential Information
Notwithstanding the above, Customer expressly authorizes TrSoft to use and process Customer Data as described in the planetRE Privacy Policy.
c. Required Disclosure
If TrSoft must disclose Confidential Information by law, TrSoft will provide prompt written notice to Customer before disclosure, unless prohibited by legal or administrative processes, and will assist Customer in obtaining reasonable protection of the Confidential Information from public disclosure.
d. Ownership
Notwithstanding other provisions in these Terms, TrSoft acknowledges that all Confidential Information received from Customer, including all copies in Recipient's possession or control, in any media, remains Customer's exclusive property. These Terms grant TrSoft no right, title, or interest in Customer's Confidential Information. TrSoft's incorporation of Customer's Confidential Information into its own materials does not render such information non-confidential.
M. TERM AND TERMINATION
1. Term and Termination
a. Suspension of Access to Sherlock Services
TrSoft may suspend use of Sherlock Services, remove content, or disable or terminate any Account or Authorized User that TrSoft reasonably and in good faith believes violates these Terms. TrSoft will use commercially reasonable efforts to provide prior notification of such actions unless TrSoft reasonably believes that: (a) providing notice is prohibited by applicable law or legal process, or (b) delaying notice is necessary to prevent imminent harm to Sherlock Services or a third party. When notice is delayed, TrSoft will provide it when the restrictions no longer apply.
b. Term
The period of effectiveness of these Terms ("Term") regarding Sherlock Services begins on the date Customer accepts them and continues until Customer's Subscription Plan expires or its use of Sherlock Services ceases (including termination under Section M), whichever occurs later.
2. Subscription Term and Automatic Renewals
TrSoft's Subscription Plans automatically renew unless otherwise specified. By purchasing a Subscription Plan, you agree to pay the then-current applicable fee and acknowledge that it will automatically renew unless, prior to the end of the current Subscription Term:
(a) You terminate your Account (b) You disable auto-renewal by contacting TrSoft at support@planetre.com (c) TrSoft declines to renew your Subscription Plan (d) These Terms are otherwise properly terminated as permitted herein
The Subscription Plan will automatically renew monthly or yearly ("Renewal Term"), outlined in the Purchase Order Agreement you sign.
We reserve the right to modify, terminate, or amend the fees and features of your Subscription Plan. We may also recommend a comparable new Subscription Plan when your previous one ends. We will provide at least thirty (30) days' advance notice before changing fees or adding new charges. Continued use of Sherlock Services after such changes constitutes acceptance. If you do not wish to continue with the new fees or features, you may terminate your Subscription Plan as described in Section M.3. If you accept a new Subscription Plan, its terms and these Terms will apply to the Renewal Term and thereafter.
3. Termination by Customer
You may terminate your Account and/or Subscription Plan as outlined in the Purchase Order Agreement you sign.
4. Default; Termination by TrSoft
A Customer will be in default if:
(a) It fails to timely pay amounts owed to us or our Affiliates (b) It or its Authorized Users breach these Terms or violate any policy applicable to Sherlock Services (c) It becomes subject to bankruptcy or similar proceedings (d) In our sole discretion, we believe continued use of Sherlock Services by the Customer creates legal risk or threatens the security of Sherlock Services or customers
If a Customer defaults, we may, without notice:
(i) Suspend its Account and use of Sherlock Services (ii) Terminate its Account (iii) Charge reactivation fees to restore the Account (iv) Pursue any other available remedy
A TrSoft "Affiliate" means any legal entity that TrSoft, Inc. owns, that owns TrSoft, or that is under common control with TrSoft, Inc. A Customer "Affiliate" means any legal entity that Customer owns, that owns Customer, or that is under common control with Customer. "Control" and "own" mean possessing greater than 50% interest in an entity or the right to direct its management.
5. Effect of Termination
If these Terms expire or terminate for any reason:
(a) Customer will pay TrSoft all accrued and unpaid amounts as of the termination or expiration date, including billing for the remainder of the term
(b) All Customer liabilities to TrSoft that accrued before termination or expiration will survive
(c) Licenses and use rights granted to Customer for the Platform, Sherlock Services, and intellectual property will immediately terminate
(d) TrSoft's obligation to provide further services to Customer will immediately cease, except services expressly to be provided following termination or expiration
(e) The following provisions will survive: Section G (Usage and Access Rights), Section H (Ownership), Section J (Restrictions on Use of the Platform), Section K (Privacy), Section L.2.g (Benefit Programs), Section L.2.h (Tax Responsibility), Section L.3 (Data), Section L.5 (Confidentiality), Section M.6 (Effect of Termination), Section N (Warranties and Disclaimers), Section O (Indemnification Obligations), Section P (Limitations of Liability), and Section Q (General), as well as provisions designated to survive under any Service Schedules and accompanying attachments and Exhibits.
N. WARRANTIES AND DISCLAIMERS
THE SHERLOCK SERVICES, DOCUMENTATION, AND PLATFORM ARE PROVIDED "AS IS" AND "AS AVAILABLE." YOUR USE OF THESE IS AT YOUR SOLE RISK. TRSOFT AND ITS OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, SHAREHOLDERS, AGENTS, AFFILIATES, SUBSIDIARIES, AND LICENSORS ("TRSOFT PARTIES"): (a) MAKE NO ADDITIONAL REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY; (b) EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AND TITLE; AND (c) DO NOT WARRANT THAT THE SHERLOCK SERVICES, DOCUMENTATION, OR PLATFORM ARE OR WILL BE ERROR-FREE, WILL MEET YOUR REQUIREMENTS, OR BE TIMELY OR SECURE. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM THEIR USE.
THE TRSOFT PARTIES MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING THE SKILL, CARE, DILIGENCE, ACCURACY, OR COMPLETENESS OF THE SHERLOCK SERVICES, DOCUMENTATION, AND PLATFORM CONTENT, AND ASSUME NO RESPONSIBILITY FOR: (i) CONTENT ERRORS, MISTAKES, OR INACCURACIES; (ii) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES; (iii) UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR PERSONAL OR FINANCIAL INFORMATION STORED THEREIN; (iv) SERVICE TRANSMISSION INTERRUPTIONS; (v) BUGS, VIRUSES, TROJAN HORSES, OR SIMILAR HARMFUL CODE TRANSMITTED TO OR THROUGH THE PLATFORM BY THIRD PARTIES; (vi) LOSS OF YOUR DATA OR CONTENT FROM THE PLATFORM; AND/OR (vii) ERRORS OR OMISSIONS IN CONTENT OR DAMAGES INCURRED FROM USING CONTENT PROVIDED THROUGH SHERLOCK SERVICES, DOCUMENTATION, AND PLATFORM. YOU MAY NOT MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF TRSOFT TO ANY THIRD PARTY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH CASES, WARRANTIES ARE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE MANDATORY LAW AND FOR THE MINIMUM WARRANTY PERIOD ALLOWED.
THE TRSOFT PARTIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY THIRD PARTIES THROUGH THE PLATFORM. THE TRSOFT PARTIES WILL NOT BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS. YOU ARE SOLELY RESPONSIBLE FOR ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER PERSONS RESULTING FROM YOUR USE OF THE PLATFORM.
If you are a California resident, you waive California Civil Code §1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." This release includes the criminal acts of others.
Some jurisdictions prohibit excluding certain warranties or limiting liability for incidental or consequential damages as described in this Section N and Section P below. Accordingly, some limitations may not apply to you. If you reside in New Jersey or another state that permits these exclusions, the limitations in Sections N and P specifically apply to you.
O. INDEMNIFICATION OBLIGATIONS
You will defend, indemnify, and hold harmless TrSoft, our Affiliates, officers, directors, employees, suppliers, consultants, and agents from all third-party claims, liabilities, damages, and costs (including reasonable attorneys' fees) arising from or related to: (a) your access to and use of the Platform; (b) violations of these Terms by you, your Account Administrator(s), or your Authorized Users; (c) your infringement of intellectual property or other third-party rights; (d) the nature and content of Customer Data processed by Sherlock Services; or (e) products or services you purchase or obtain in connection with the Platform.
TrSoft reserves the exclusive right to settle, compromise, and pay any claims against us without your prior consent. We may, at your expense, assume exclusive defense and control of matters requiring your indemnification, and you agree to cooperate with our defense. You may not settle any matter naming TrSoft as a defendant or imposing indemnity obligations on us without our prior written consent. We will reasonably attempt to notify you of claims, actions, or proceedings upon becoming aware of them.
P. LIMITATIONS OF LIABILITY
1. Disclaimer of Consequential Damages
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, TRSOFT WILL NOT BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, COVER, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM TRANSACTIONS UNDER THESE TERMS, INCLUDING DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSSES AND REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT INCLUDING NEGLIGENCE, OR OTHERWISE).
TO THE FULLEST EXTENT PERMITTED BY LAW, THE TRSOFT PARTIES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES RESULTING FROM: (a) USE OF THE PLATFORM, DOCUMENTATION, OR SHERLOCK SERVICES; (b) CONTENT ERRORS OR INACCURACIES; (c) PERSONAL INJURY OR PROPERTY DAMAGE FROM YOUR USE OF THE SERVICES; (d) UNAUTHORIZED ACCESS TO OUR SERVERS OR YOUR PERSONAL/FINANCIAL INFORMATION; (e) SERVICE INTERRUPTIONS; (f) VIRUSES OR MALICIOUS CODE TRANSMITTED THROUGH OUR PLATFORM OR SERVICES; (g) DATA LOSS; (h) DAMAGES FROM YOUR USE OF POSTED CONTENT; AND/OR (i) INFORMATION DISCLOSURE PURSUANT TO THESE TERMS OR OUR PRIVACY POLICY, REGARDLESS OF THE LEGAL THEORY AND WHETHER OR NOT WE WERE ADVISED OF POTENTIAL DAMAGES.
Some jurisdictions prohibit excluding or limiting consequential, direct, indirect, or other damages in consumer contracts. To the extent you qualify as a consumer under such laws, the limitations in this Section P.1 may not apply to you.
2. Cap on Damages
OUR TOTAL LIABILITY FOR ANY CLAIM ARISING FROM OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM, REGARDLESS OF THE FORUM OR LEGAL THEORY, WILL NOT EXCEED THE LESSER OF: (a) THE TOTAL AMOUNT PAID BY YOU TO TRSOFT FOR THE SPECIFIC SERVICE(S) GIVING RISE TO THE CLAIM DURING THE ONE (1) MONTH PERIOD PRECEDING THE FIRST EVENT CREATING LIABILITY, OR (b) $100. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMIT.
3. Independent Risk Allocation
Each provision in these Terms limiting liability, disclaiming warranties, or excluding damages represents an agreed allocation of risks between the parties. This allocation is an essential element of the basis of the bargain between us. Each provision is severable and independent of all other provisions, and will apply even if warranties fail their essential purpose.
4. Jurisdictional Limitations
a. Because some jurisdictions prohibit liability limitations in certain cases, portions of the above limitations may not apply to you. In such cases, our liability shall be limited to the maximum extent permitted by applicable mandatory law.
Q. GENERAL
1. Third-Party Content
We or third parties may provide links to other websites, services, or resources beyond our control. We make no representations about the quality, suitability, functionality, or legality of third-party content, and you waive claims against us regarding such services. TRSOFT IS NOT RESPONSIBLE FOR CONTENT ON EXTERNAL INTERNET PAGES OR USER CONTENT POSTS. Your dealings with advertisers or partners found through the Platform, including payment, delivery, terms, warranties, and representations, are solely between you and such third parties. We are not responsible for losses resulting from such dealings or third-party presence on the Platform.
2. Relationship
You and TrSoft are independent contractors, not agents or representatives of each other. This Agreement does not create a joint venture, partnership, or franchise relationship. Non-parties cannot benefit from or enforce this Agreement; there are no third-party beneficiaries. You must not represent yourself as a TrSoft agent or claim authority to bind TrSoft without prior written authorization.
3. Trade Restrictions
You acknowledge that the Platform, Documentation, Sherlock Services, and related products, information, software, technology, technical data, and derivatives ("Excluded Data") are subject to export control and sanctions laws of the United States and other countries that may restrict certain users or locations ("Trade Restrictions"). You represent and warrant that:
(a) You are not: (i) Located in an embargoed country or territory (ii) Under the control of an entity organized in or a resident of an embargoed location (iii) Listed on any U.S. government restricted party list, including OFAC's Specially Designated Nationals List, U.S. State Department's Nonproliferation Sanctions lists, and Commerce Department's Entity/Denied Persons Lists at https://www.export.gov/article?id=Consolidated-Screening-List (iv) Subject to end destination export control regulations such as U.S. Export Administration Regulations or EU Dual-Use Regulation EC 428/2009
You are solely responsible for complying with all Trade Restrictions applicable to Excluded Data and content transmitted through the Platform.
4. Assignment
You may not assign your rights or obligations under this Agreement without TrSoft's prior written consent. With consent, this Agreement will bind your successors and assigns. Any unauthorized attempt to transfer your rights, duties, or obligations is void. TrSoft may freely assign its rights, duties, and obligations.
5. Notices
Except as otherwise permitted, notices regarding Sherlock Services must be in writing and sent via: (a) certified or registered mail; or (b) to the email address support@planetre.com. Either party may change its notice address by providing notice to the other according to this Section Q.5. Notices are effective upon receipt if sent to the above email address or five business days after mailing.
6. Force Majeure
Except for payment obligations, neither party is liable for failing to perform obligations due to events beyond reasonable control (including natural disasters, war, civil disturbance, government action, strikes, and similar causes). The affected party will provide notice within a commercially reasonable time and resume performance as soon as practicable after the event concludes. Obligations not performed due to force majeure will be fulfilled as soon as reasonably possible thereafter.
7. Mandatory Arbitration and Class Action Waiver
PLEASE READ CAREFULLY. THIS AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO LITIGATE.
a. You agree these Terms affect interstate commerce and the Federal Arbitration Act governs interpretation and enforcement of these arbitration provisions. Section Q.7 is interpreted broadly and governs all disputes between us including claims related to our relationship, whether based on contract, tort, statute, fraud, misrepresentation, or other theory; claims preceding these Terms; and claims arising after termination. The only exclusion is certain intellectual property disputes as provided below.
b. Initial Dispute Resolution. Before formal action, contact us at support@planetre.com with a written description of your dispute and contact information. Except for intellectual property matters, both parties agree to make reasonable efforts to resolve disputes through direct consultation before initiating litigation or arbitration.
c. Binding Arbitration. If a solution isn't reached within thirty (30) days after initiating informal dispute resolution, either party may commence binding arbitration as the sole means to resolve claims (subject to the exceptions below). All claims shall be settled by JAMS arbitration under the JAMS Streamlined Arbitration Rules for claims under $250,000 and the JAMS Comprehensive Arbitration Rules for claims exceeding $250,000, excluding any rules permitting class actions.
d. Arbitrator's Authority. The arbitrator, not any court or agency, has exclusive authority to resolve all disputes regarding interpretation, applicability, enforceability, or formation of these Terms, including determining whether any part is void or voidable, whether claims are arbitrable, and questions about waiver by litigation conduct. The arbitrator may grant relief available in court under law or equity. The arbitrator's written award is binding and may be entered as judgment in any court with jurisdiction.
e. Filing a Demand. To start arbitration: (a) Write a Demand for Arbitration describing your claim and requested damages (form available at www.jamsadr.com); (b) Send three copies of the Demand plus the appropriate filing fee to JAMS, Two Embarcadero Center, Suite 1500, San Francisco, CA 94111; and (c) Send one copy of the Demand to us at support@planetre.com.
f. Fees & Costs. For claims totaling less than $5,000; you may choose document-based, telephonic, or in-person arbitration. You're responsible for your own attorney's fees unless arbitration rules or applicable law provide otherwise.
g. No Jury Trial. Both parties understand that without this mandatory arbitration section, they would have the right to sue in court and have a jury trial. They also understand that arbitration may cost more than litigation in some cases and may limit discovery rights.
h. Venue. Arbitration will be initiated and conducted in San Jose, California. Both parties agree to submit to the personal jurisdiction of federal or state courts in San Jose, California to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate, or enter judgment on the arbitrator's award.
i. Class Action Waiver. THE PARTIES AGREE THAT ARBITRATION WILL BE CONDUCTED SOLELY IN THEIR INDIVIDUAL CAPACITIES, NOT AS CLASS MEMBERS OR IN ANY REPRESENTATIVE CAPACITY. BOTH PARTIES EXPRESSLY WAIVE THE RIGHT TO FILE CLASS ACTIONS OR SEEK CLASS-WIDE RELIEF. YOU AND TRSOFT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY. If any court or arbitrator determines that this class action waiver is unenforceable or that class arbitration may proceed, the entire arbitration provision (Section Q.7) shall be null and void, and the parties shall be deemed not to have agreed to arbitrate disputes.
j. Exception for Intellectual Property. Despite the parties' agreement to arbitrate all disputes, either party may bring actions in state or federal court or the U.S. Patent and Trademark Office to protect intellectual property rights (defined as patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights).
k. Survival. This Mandatory Arbitration and Class Action Waiver section survives termination of your Platform use.
8. Entire Agreement
These Terms, including language preceding Section A, constitute the final, complete, and exclusive agreement between you and TrSoft regarding Sherlock Services. These Terms supersede all previous communications regarding the subject matter and apply to the exclusion of any terms you seek to impose or incorporate, or which might be implied by trade, custom, practice, or course of dealing, except for the terms and conditions detailed in the Purchase Order Agreement you sign.
In case of inconsistency or conflict, the order of precedence (from highest to lowest control) is: (a) the Purchase Order Agreement; (b) attachments or appendices to Purchase Order Agreement; (c) these Terms.
10. Governing Law & Venue
These Terms will be interpreted, construed, and enforced under California law, without reference to choice of law principles. For governing law purposes, the parties agree TrSoft is the proponent of these Terms. Despite the mandatory arbitration agreement, either party may seek interim or preliminary injunctive relief from courts in San Jose, California to protect rights pending arbitration completion. Both parties submit to the exclusive jurisdiction and venue of federal or state courts in San Jose, California, USA.
11. Language and Translations
TrSoft may provide translations of these Terms or other policies. Translations are for informational purposes only; if inconsistencies exist between a translation and the English version, the English version controls.
12. Waiver
Either party's waiver of any breach of these Terms does not waive other breaches. Failure to insist on strict performance of any obligation doesn't waive the right to demand strict compliance in the future and won't constitute a novation of these Terms.
13. Severability
If any part of these Terms is found illegal, unenforceable, or invalid, the remaining portions remain in full effect. If any material limitation on licenses granted to you is found illegal, unenforceable, or invalid, the license will immediately terminate.
14. Contact Information
For questions about the Platform, Terms, pricing, complaints, or other inquiries, contact TrSoft at support@planetre.com or by calling 1-650-419-4437. The California users are entitled to the following consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
SERVICE SCHEDULE FOR SHERLOCK
Unless otherwise defined in this Service Schedule, capitalized terms have the meanings given in the Terms.
1. RECORDS STORAGE AND DELETION
1.1 EVIDENCE Storage. During the Term, Sherlock will store forensics of violated URLs and images according to the Subscription Plan Terms for 30 calendar days from the report date. Customer should, through its Account Administrator(s), retrieve and store Evidence copies outside the Platform during this 30-day period. No records will be accessible after 30 calendar days.
1.2 Deletion. TrSoft may delete Accounts and Customer Data, including stored information, upon Subscription Term expiration or termination as described in Section M.2 of the Terms.
2. INFORMATION SECURITY AND PERSONAL DATA
2.1 Information Security. TrSoft will implement commercially reasonable technical and organizational measures designed to prevent unlawful or unauthorized access, use, alteration, or disclosure of Customer Data.
3. SUBSCRIPTION PLANS & PRICES
3.1 Sherlock Services' prices, features, and options depend on the Customer's selected Subscription Plan and any Customer-initiated changes. TrSoft may modify prices, features, or options in any Subscription Plan with 30 days' notice.
(Last Updated: April 10 2025)
