Driver Subscriber Agreement

DRIVER SOFTWARE SUBSCRIPTION AGREEMENT

TriYum, LLC

Last Updated: April 1, 2026

This Driver Software Subscription Agreement (this “Agreement”) is entered into between TriYum, LLC, a California limited liability company (“TriYum,” “we,” “us,” or “our”), and the business that accepts this Agreement in connection with a Driver Subscriber account (“Subscriber,” “you,” or “your”). This Agreement becomes effective on the date Subscriber clicks the applicable acceptance button, checkbox, or other substantially similar assent mechanism presented by TriYum in connection with signup or renewal (the “Effective Date”).

IMPORTANT NOTICE REGARDING DISPUTE RESOLUTION: THIS AGREEMENT CONTAINS A MUTUAL ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 17. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 17, DISPUTES BETWEEN SUBSCRIBER AND TRIYUM MUST BE RESOLVED BY INDIVIDUAL, BINDING ARBITRATION AND NOT IN COURT.

RECITALS

A. TriYum operates a proprietary, cloud-based software platform that offers software tools, interfaces, communication features, and related functionality for business users.

B. Subscriber desires to obtain a paid subscription to access and use the Platform for Subscriber’s own business purposes, subject to the terms and conditions of this Agreement.

C. The parties desire to set forth the terms and conditions pursuant to which TriYum will provide Subscriber with access to the Platform for a fee.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and intending to be legally bound, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below:

“Agreement” means this Driver Software Subscription Agreement, as modified or amended from time to time in accordance with its terms.

“Authorized User” means an individual human user authorized by Subscriber to access the Platform on Subscriber’s behalf through Subscriber’s account.

“Effective Date” means the date on which Subscriber clicks the applicable assent mechanism accepting this Agreement in connection with signup or renewal.

“Initial Subscription Term” means the initial billing period for the Subscription as disclosed to Subscriber at signup, beginning on the Effective Date.

“Platform” means TriYum’s proprietary, cloud-based software platform, including related websites, mobile functionality, dashboards, interfaces, communication tools, support features, and related hosted software functionality made available to Driver Subscribers through a subscription.

“Privacy Policy” means the TriYum Privacy Policy, as may be updated from time to time.

“Renewal Term” means each successive renewal period of the Subscription following the Initial Subscription Term, as disclosed in this Agreement or as updated from time to time upon notice.

“Subscriber” means the business that accepts this Agreement and creates or uses a Driver Subscriber account.

“Subscriber Data” means data, content, materials, documents, communications, images, records, and other information submitted, uploaded, transmitted, or otherwise provided by Subscriber or its Authorized Users through the Platform.

“Subscription” means Subscriber’s paid recurring right to access and use the Platform under this Agreement.

“Subscription Fees” means the subscription fees, charges, taxes, and other amounts disclosed at signup or otherwise agreed in writing for access to the Platform.

“Subscription Term” means the Initial Subscription Term and any Renewal Term.

“Third-Party Services” means third-party products, services, processors, tools, or integrations made available through, used in connection with, or interoperating with the Platform, including payment processors, mapping tools, communication providers, verification providers, and similar services.

2. ACCEPTANCE OF TERMS

By clicking the “I agree to the Driver Software Subscription Agreement,” “I agree to the Privacy Policy,” “I understand that the Driver Software Subscription Agreement contains automatic renewal terms and arbitration provision and I accept those provisions,” and clicking the “Create Account” button, presented by TriYum in connection with signup or renewal, Subscriber agrees to be bound by:

• this Agreement, including but not limited to the arbitration provisions and automatic renewal terms;
• the TriYum Privacy Policy; and
• TriYum’s written platform rules made available through the Platform, to the extent such rules are consistent with this Agreement.

If Subscriber does not agree, Subscriber may not create an account or access or use the Platform. TriYum may maintain electronic records of Subscriber’s assent and of the terms presented at the time of assent in accordance with Section 19.

3. PLATFORM; NATURE OF RELATIONSHIP

3.1 Platform

TriYum provides the Platform as a business-use software service.

3.2 Nature of Relationship

Subscriber acknowledges and agrees as follows:

• TriYum is providing software and related platform functionality, and is not providing employment, staffing, dispatch, transportation, or delivery services to Subscriber.
• Subscriber is obtaining access to a software platform as a business user and, by entering into this Agreement, is not providing services to TriYum.
• This Agreement creates only a software licensor-subscriber relationship. It does not create any employment, agency, franchise, joint venture, fiduciary, partnership, or similar relationship between Subscriber and TriYum.
• TriYum does not authorize Subscriber to make representations on TriYum’s behalf or bind TriYum to any obligation.
• TriYum does not promise or guarantee that Subscriber will receive any minimum number of customers, transactions, orders, leads, accounts, sales, revenue, or profits through the Platform, and Subscriber is not paying TriYum in exchange for any guaranteed business opportunity, customer list, or assigned account.
• The Platform is a software tool that may facilitate visibility, communications, and technical connectivity among independent users, but Subscriber remains solely responsible for developing, maintaining, and growing its own business.

4. ELIGIBILITY; BUSINESS ACCOUNT REQUIREMENTS

Driver Subscriber accounts are for established delivery businesses, including sole proprietorships and business entities such as corporations and limited liability companies, and are not intended for personal, household, or consumer use unrelated to a business. To create and maintain a Driver Subscriber account, Subscriber must:

• be a sole proprietorship or a business entity lawfully formed, existing, or authorized to do business under applicable law;
• be managed or controlled by at least one individual who is at least eighteen (18) years old and legally capable of entering into this Agreement on behalf of Subscriber;
• create and maintain the account for business use only;
• provide complete, current, and accurate registration, tax, and account information;
• provide and maintain a valid Tax Identification Number (“TIN”) as required by TriYum’s current onboarding criteria;
• provide any licenses, permits, registrations, or other documentation reasonably requested by TriYum in connection with confirming Subscriber’s lawful business status; and
• comply with all applicable laws in connection with Subscriber’s business and use of the Platform.

Subscriber is solely responsible for ensuring that its account information remains accurate and current.

5. SUBSCRIPTION; TERM; RENEWAL; CANCELLATION

5.1 Subscription

SUBSCRIBER IS PURCHASING A RECURRING SOFTWARE SUBSCRIPTION TO ACCESS THE PLATFORM. SUBSCRIPTION FEES ARE SEPARATE FROM ANY AMOUNTS PAID IN CONNECTION WITH TRANSACTIONS FACILITATED THROUGH THE PLATFORM.

5.2 Effective Date and Initial Subscription Term

THIS AGREEMENT BECOMES EFFECTIVE ON THE EFFECTIVE DATE. SUBSCRIBER’S INITIAL SUBSCRIPTION TERM BEGINS ON THE EFFECTIVE DATE AND CONTINUES FOR ONE CALENDAR MONTH UNLESS EARLIER CANCELED OR TERMINATED IN ACCORDANCE WITH THIS AGREEMENT.

5.3 Automatic Renewal

IF SUBSCRIBER ENROLLS IN A RECURRING SUBSCRIPTION, THE SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR SUCCESSIVE RENEWAL PERIODS OF ONE CALENDAR MONTH (12 RENEWAL PERIODS A YEAR) UNLESS SUBSCRIBER CANCELS BEFORE THE NEXT RENEWAL CHARGE IS PROCESSED. SUBSCRIBER AUTHORIZES TRIYUM TO CHARGE THE SUBSCRIPTION FEE, AT THE PRICE AND BILLING FREQUENCY DISCLOSED IN SECTION 5.6 HEREIN, FOR EACH RENEWAL PERIOD UNLESS AND UNTIL THE SUBSCRIPTION IS CANCELED OR TERMINATED IN ACCORDANCE WITH THIS AGREEMENT.

BEFORE SUBSCRIBER IS ASKED TO ACCEPT THE SUBSCRIPTION, TRIYUM WILL PRESENT THE APPLICABLE AUTOMATIC-RENEWAL OFFER TERMS IN A CLEAR AND CONSPICUOUS MANNER, INCLUDING THE THEN-CURRENT PRICE, BILLING FREQUENCY, RENEWAL TERM, CANCELLATION METHOD, AND THE FACT THAT THE SUBSCRIPTION CONTINUES UNTIL CANCELED.

5.4 Authorization to Charge

BY AFFIRMATIVELY ACCEPTING THE SUBSCRIPTION AT SIGNUP, SUBSCRIBER AUTHORIZES TRIYUM AND ITS PAYMENT PROCESSORS TO CHARGE THE PAYMENT METHOD DESIGNATED FOR SUBSCRIPTION FEES ON THE BILLING SCHEDULE PRESENTED AT SIGNUP AND, IF APPLICABLE, ON EACH AUTOMATIC RENEWAL DATE, UNTIL THE SUBSCRIPTION IS CANCELED OR TERMINATED.

5.5 Cancellation

Subscriber may cancel the Subscription at any time through TriYum’s online cancellation mechanism, currently located in the menu bar under Delete Account or through any other online cancellation method TriYum makes available. Cancellation will take effect at the end of the then-current billing period, and Subscriber will retain access to the Platform through the end of that billing period.

5.6 Fees; Billing; Taxes

The Subscription Fees are $25.00 per month per Authorized User at the time of this Agreement and will be amended from time to time upon valid notice. Unless otherwise expressly stated:

• Subscription Fees are billed per Authorized User;
• Subscription Fees are billed in advance;
• Subscription Fees are billed at intervals of one calendar month;
• Subscription Fees are nonrefundable except as required by applicable law or expressly stated by TriYum in writing; and
• taxes applicable to Subscription Fees are Subscriber’s responsibility unless TriYum is required by law to collect and remit them.

5.7 Changes to Subscription Fees or Renewal Terms

TriYum may change Subscription Fees or other material renewal terms for future billing periods by providing advance notice in accordance with applicable law. If TriYum makes a material change to the terms of an existing automatic-renewal Subscription, TriYum will provide Subscriber a clear and conspicuous notice of the change, together with information regarding how to cancel, in a form capable of being retained. If TriYum changes the fee charged under an existing Subscription, TriYum will provide notice of the fee change no less than seven (7) days and no more than thirty (30) days before the change takes effect, to the extent required by applicable law.

5.8 Electronic Copy of Agreement

Upon acceptance of this Agreement, TriYum will provide Subscriber with an electronic copy of this Agreement, including the applicable automatic-renewal terms, cancellation policy, and information regarding how to cancel, in a manner capable of being retained, including by email to the email address associated with Subscriber’s account and/or by making the Agreement available for download through the Platform.

5.9 Duration of Agreement

This Agreement remains in effect until the Subscription is canceled or terminated by Subscriber or TriYum in accordance with this Agreement. If the Subscription renews, this Agreement remains in effect during each Renewal Term unless and until canceled or terminated.

6. LICENSE GRANT; ACCESS TO PLATFORM

6.1 License Grant

Subject to the terms and conditions of this Agreement, TriYum grants Subscriber, during the Subscription Term, a limited, non-exclusive, non-transferable, revocable right and license to access and use the Platform solely for Subscriber’s own internal business operations.

6.2 Reservation of Rights

Except for the limited rights expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Subscriber or any third party any ownership interest or other right, title, or interest in or to the Platform or any TriYum intellectual property. All rights not expressly granted are reserved by TriYum and its licensors.

6.3 Authorized Users

Subscriber may permit Authorized Users to access the Platform on Subscriber’s behalf only to the extent permitted by this Agreement and TriYum’s written platform rules made available through the Platform. Each Authorized User must be disclosed by name and must satisfy TriYum’s then-current onboarding, identity-verification, and screening requirements, including a recent background check on file where required by TriYum. Authorized Users are limited to Subscriber’s personnel, meaning Subscriber’s owners, managers, employees, or independent contractors. Subscriber may be asked to provide proof of a valid business relationship between Subscriber and its Authorized Users. Subscriber is responsible for all acts and omissions of its Authorized Users and of any other person permitted or suffered by Subscriber to access or use the Platform.

6.4 Platform Access Structure

Under TriYum’s current Platform functionality, each paid Subscription permits access by only one (1) Authorized User through one account and one active mobile-device login at a time. Subscriber shall not rotate, share, transfer, or pass account access among multiple individuals, whether across shifts or otherwise. If Subscriber wishes to have more than one individual access the Platform on Subscriber’s behalf, Subscriber must establish and pay for a separate account and separate Subscription for each such individual, unless and until TriYum expressly offers a different account structure in writing.

7. USE RESTRICTIONS; ACCOUNT SECURITY

Subscriber shall not, and shall not permit any third party to:

• copy, modify, distribute, sell, sublicense, lease, assign, transfer, disclose, or otherwise commercially exploit the Platform except as expressly permitted by this Agreement;
• reverse engineer, decompile, disassemble, decode, adapt, create derivative works from, or otherwise attempt to derive source code from the Platform except to the extent such restriction is prohibited by applicable law;
• access or use the Platform to build a competitive product or service or for benchmarking or competitive analysis intended for publication or external disclosure;
• circumvent, disable, or interfere with any security, rate-limiting, access-control, authentication, or technical safeguard feature of the Platform;
• use bots, scraping tools, automation, GPS spoofing, fake accounts, or other deceptive means to manipulate the Platform;
• use the Platform for unlawful, fraudulent, deceptive, harassing, abusive, or infringing purposes;
• share account credentials except as expressly permitted by TriYum’s account structure; or
• permit any person other than an Authorized User to access the Platform through Subscriber’s credentials.

Subscriber is responsible for maintaining the confidentiality of account credentials and for all activities conducted through Subscriber’s account.

8. PLATFORM STANDARDS; AUTHORIZED USERS; ACCOUNT INTEGRITY; MARKETPLACE CONDUCT

As a material condition of Subscriber’s access to and continued use of the Platform, Subscriber shall comply with this Section and shall cause each Authorized User and all other personnel acting on Subscriber’s behalf in connection with the Platform to comply with this Section to the extent applicable. The parties acknowledge that this Agreement is a commercial contract governing Subscriber’s paid access to software and related platform functionality. Nothing in this Section shall be construed to create any employment, agency, partnership, franchise, joint venture, or similar relationship between TriYum and Subscriber or any Authorized User, or to give TriYum the right to control the manner and means by which Subscriber conducts its independent business, except to the limited extent necessary to govern access to the Platform and protect users, transactions, data, payment integrity, and platform security.

8.1 Subscriber; Authorized Users; and Account Structure

Subscriber is the business entering into this Agreement. An Authorized User is an individual human being whom Subscriber has authorized to access the Platform on Subscriber’s behalf through Subscriber’s account. Subscriber acknowledges that, under TriYum’s current Platform functionality, each paid Subscription permits access by only one (1) Authorized User through one account and one active mobile-device login at a time. Subscriber shall not rotate, share, transfer, or pass account access among multiple individuals, whether across shifts or otherwise. If Subscriber wishes to have more than one individual access the Platform on Subscriber’s behalf, Subscriber must establish and pay for a separate account and separate Subscription for each such individual, unless and until TriYum expressly offers a different account structure in writing. Subscriber shall remain fully responsible for all acts and omissions of each Authorized User and of any other person permitted or suffered by Subscriber to access or use the Platform, whether or not such person satisfies the definition of Authorized User.

8.2 Authorization, Disclosure, and Screening of Users

Subscriber shall ensure that no person accesses the Platform on Subscriber’s behalf unless that person has been disclosed to TriYum as required by TriYum’s onboarding procedures and has satisfied TriYum’s then-current access requirements, including any required identity verification, background screening, motor vehicle record screening, insurance verification, or other reasonable eligibility measures. Subscriber shall not permit any person to access customer names, addresses, telephone numbers, order details, delivery locations, or other sensitive platform information unless and until such person has completed all screening, verification, and onboarding steps then required by TriYum. Subscriber acknowledges that separate notices, disclosures, authorizations, and consents may govern such screening or verification processes. Subscriber shall promptly revoke access for any person who is no longer authorized to act on Subscriber’s behalf or who no longer satisfies TriYum’s applicable access requirements.

8.3 Account Integrity and Accurate Information

Subscriber shall maintain accurate, complete, and current account, business, contact, tax, registration, and onboarding information at all times and shall promptly update any material change. Neither Subscriber nor any Authorized User shall impersonate any other person or business, use false or misleading identity or business information, create fake or duplicate accounts, access the Platform through another user’s credentials, or otherwise misrepresent Subscriber’s identity, authority, qualifications, or relationship to TriYum. Subscriber shall not represent, and shall ensure that its personnel do not represent, that Subscriber or any Authorized User is an employee, agent, representative, partner, or franchisee of TriYum, and neither Subscriber nor any Authorized User shall make any promise, representation, guarantee, or commitment on TriYum’s behalf.

8.4 Credentials and Security

Subscriber shall maintain the confidentiality of all login credentials and shall not share credentials except as expressly permitted by TriYum’s account structure. Subscriber shall immediately notify TriYum upon discovery of any suspected unauthorized access, credential compromise, misuse of the account, or other security incident affecting Subscriber’s access to the Platform. Subscriber shall be responsible for all activity occurring through Subscriber’s account, whether undertaken by Subscriber, by an Authorized User, or by any other person to whom Subscriber provides access or access credentials, directly or indirectly.

8.5 Transaction Acceptance; Status Accuracy; and Platform Integrity

Subscriber remains free to accept, reject, or ignore transactions made available through the Platform. However, once Subscriber, through an Authorized User, accepts a transaction through the Platform, Subscriber shall use commercially reasonable efforts to complete the related transaction accurately, lawfully, and in good faith. Neither Subscriber nor any Authorized User shall knowingly accept transactions they do not intend to perform, repeatedly abandon accepted transactions, falsely mark any order or transaction as accepted, picked up, delivered, canceled, or completed, falsify delivery or status records, submit false or misleading dispute materials, or otherwise use the Platform in a deceptive or manipulative manner. Subscriber shall ensure that all transaction-related status information, completion confirmations, support submissions, and other records submitted through the Platform are truthful in all material respects.

8.6 Pickup, Delivery, and Handling of Goods

Subscriber shall comply with lawful pickup and delivery instructions made available through the Platform and shall exercise reasonable care in the handling, transport, and delivery of goods. Neither Subscriber nor any Authorized User shall tamper with, open, consume, alter, remove, or substitute any item in an order except as expressly authorized by the customer, the merchant, applicable law, or the permitted functionality of the Platform. Subscriber shall transport goods in a safe and lawful manner and shall comply with all laws applicable to Subscriber’s independent operations, including, where applicable, laws relating to driving, transportation, food safety, and public health. 

8.7 Delivery Confirmation and Transaction Documentation

Subscriber shall not falsify proof of pickup, proof of delivery, timestamps, photographs, signatures, geolocation data, completion records, or other transaction-related information. Where Subscriber or an Authorized User uses photographs, signatures, or other delivery-confirmation tools made available through the Platform, such tools may be used solely for legitimate transaction-related purposes and in accordance with this Agreement and TriYum’s applicable policies.

8.8 Professional Conduct; Communications; and Harassment

Subscriber and each Authorized User shall conduct themselves in a lawful and professional manner in all dealings with customers, merchants, TriYum personnel, and other users of the Platform. Neither Subscriber nor any Authorized User shall use the Platform, or any contact information obtained through the Platform, to harass, threaten, stalk, intimidate, abuse, coerce, discriminate against, or otherwise engage in improper conduct toward any person. Neither Subscriber nor any Authorized User shall use customer or merchant contact information for personal contact, unlawful solicitation, tip pressure, unwanted communications, or any purpose not reasonably necessary to evaluate, perform, document, or resolve a transaction. 

Subject to applicable law, Subscriber and Authorized Users may identify themselves as independent delivery service providers and may, in the course of a delivery transaction, provide their own business name, contact information, or business card to a customer or merchant for the purpose of offering lawful delivery-related services. However, neither Subscriber nor any Authorized User may use the Platform’s messaging tools, customer or merchant contact information obtained through the Platform, or any TriYum-branded communication channel to market goods or services unrelated to lawful delivery services, to send repeated or unwanted solicitations, or to continue contacting any customer or merchant after completion of a transaction except as reasonably necessary to address a legitimate transaction-related issue or where the recipient has independently elected to continue communications directly with Subscriber or the Authorized User outside the Platform.

Subscriber shall remain solely responsible for all communications and solicitations initiated by Subscriber or any Authorized User, and TriYum does not direct, control, endorse, or assume responsibility for any separate business activity, offer, or relationship pursued by Subscriber or any Authorized User apart from the specific transaction facilitated through the Platform.

8.9 Use of Platform Information; Confidentiality; and Non-Circumvention

Subscriber may use customer, merchant, order, and other nonpublic information made available through the Platform only to the extent reasonably necessary to evaluate, accept, perform, document, or resolve a transaction, or as otherwise expressly permitted by this Agreement. Subscriber shall not sell, disclose, retain, export, scrape, mine, compile, repurpose, or use such information for unrelated marketing, side databases, competitive intelligence, spam, personal outreach, or any other secondary purpose not expressly authorized by TriYum. Subscriber shall not use the Platform, or any contact information obtained through the Platform, to divert, bypass, or move transactions off-platform in a manner that circumvents TriYum’s platform rules, payment-routing structure, or Subscription model. 

8.10 Fraud; Deception; and Platform Abuse

Neither Subscriber nor any Authorized User shall, directly or indirectly: (a) interfere with or disrupt the proper operation of the Platform; (b) spoof location data or submit false, misleading, or fabricated account, transaction, or verification information; (c) use bots, scripts, scrapers, automation, fake accounts, sham activity, fabricated transactions, or other deceptive means in connection with the Platform; (d) engage in self-dealing, collusion, false complaints, false refund claims, or other deceptive practices; (e) interfere with payment-routing integrity, dispute records, support tools, account metrics, referral programs, or pricing structures; or (f) upload, transmit, or store through the Platform any unlawful, infringing, malicious, defamatory, threatening, discriminatory, or otherwise prohibited content.

8.11 Support; Incident Reporting; and Cooperation

Subscriber shall use TriYum support tools, dispute procedures, and incident-reporting channels in good faith and only for legitimate technical, account, safety, compliance, or transaction-related purposes. Subscriber shall provide truthful and reasonably complete information when reporting missing items, incorrect orders, delivery obstacles, accidents, safety incidents, suspected fraud, or other disputes. Subscriber shall cooperate reasonably with TriYum’s review of transaction records, complaints, platform misuse, safety concerns, legal-compliance issues, refund requests, and suspected fraud. Neither Subscriber nor any Authorized User shall abuse support channels, harass support personnel, or submit knowingly false, misleading, or incomplete reports or documentation.

8.12 Legal Compliance and Business Qualifications

Subscriber represents and warrants on a continuing basis that Subscriber maintains all licenses, registrations, permits, insurance, and other legal authority required for Subscriber’s independent business operations and for any goods or services Subscriber elects to provide using the Platform. Subscriber shall not use the Platform in any jurisdiction, or in connection with any activity, for which Subscriber lacks required legal authority. Subscriber shall notify TriYum promptly if Subscriber or any Authorized User ceases to satisfy any material eligibility, legal-compliance, or platform-access requirement relevant to use of the Platform.

8.13 Refund Cooperation and Transaction Adjustments

Subscriber shall cooperate with TriYum’s reasonable requests for information, documentation, and transaction review in connection with orders alleged to be failed, incorrect, incomplete, disputed, or fraudulent. Subscriber shall not obstruct lawful refund processing, dispute review, or reversal procedures applicable to the delivery-fee component of a transaction. To the extent a reversal, refund, or other adjustment of the delivery-fee component requires action by Subscriber through Subscriber’s own payment account, processor, or other payment arrangement, Subscriber shall promptly take such action upon TriYum’s reasonable request and shall provide confirmation of completion if requested. Subscriber shall remain responsible for complying with applicable payment-processing requirements and for completing any manual step necessary to effectuate such adjustment. Nothing in this Agreement authorizes TriYum to retain, deduct, or recoup gratuities except to the extent expressly permitted by applicable law and the governing payment-processing arrangements.

8.14 Enforcement

TriYum may investigate suspected violations of this Section and may take such reasonable protective action as TriYum, in good faith, determines is necessary or appropriate to protect customers, merchants, users, data, payment integrity, legal compliance, or the security and reliability of the Platform. Such action may include issuance of a warning, a request for updated information or documentation, restriction of account features, removal of particular Authorized Users, temporary suspension, non-renewal, or termination of Subscriber’s access to the Platform, in each case subject to any express notice or cure provisions set forth elsewhere in this Agreement. TriYum may take immediate interim action, with or without prior notice, where TriYum reasonably determines that such action is necessary to address suspected fraud, misuse, safety risk, security concerns, legal noncompliance, or imminent harm. TriYum’s exercise or nonexercise of any right under this Section shall not be construed to impose upon TriYum any duty to supervise Subscriber’s independent business operations or to assume responsibility for Subscriber’s conduct or the conduct of Subscriber’s personnel.

9. SUBSCRIBER RESPONSIBILITIES

Subscriber is solely responsible for:

• its own business operations;
• the legality, accuracy, and completeness of information it submits to the Platform;
• all devices, vehicles, internet access, software, and other resources used to access or use the Platform;
• all taxes, filings, licenses, permits, registrations, and insurance applicable to Subscriber’s business;
• all interactions, agreements, and transactions Subscriber enters into with consumers, merchants, Authorized Users, personnel, subcontractors, or other third parties; and
• complying with this Agreement and other written platform rules made available by TriYum.

Subscriber understands that access to and use of the Platform do not relieve Subscriber of any obligation to comply with applicable law.

10. PLATFORM TRANSACTIONS; MARKETPLACE RULES; REFUNDS; PLATFORM SUPPORT

The Platform may display requests, communications, status information, and related data involving third-party consumers, merchants, and service providers.

Subscriber acknowledges and agrees that:

• TriYum provides the Platform and related technical functionality, but TriYum is not the payer of amounts owed by consumers to Subscriber for completed deliveries or similar transactions.
• Except for Subscription Fees owed to TriYum, TriYum does not own amounts payable in connection with transactions between Subscriber and third parties.
• Transaction-related funds intended for Subscriber may be routed through third-party payment service providers, including Stripe Connect or successor providers, pursuant to separate terms between Subscriber and the applicable provider.
• Subscriber’s relationship with any payment processor is governed by Subscriber’s separate agreement with that payment processor.
• TriYum may transmit transaction data and payment-routing instructions necessary for operation of the Platform and related payment integrations.

TriYum is not responsible for payment processor underwriting, identity verification, reserves, account holds, payout delays, chargebacks, or other acts or omissions of third-party processors, except to the extent directly caused by TriYum’s own breach of this Agreement.

The Platform may include marketplace, payment-routing, dispute-reporting, order-status, and customer-support features. Subscriber agrees to comply with TriYum’s platform rules, including rules governing transaction reporting, status updates, documentation, and dispute submission.

TriYum may administer refund, support, and dispute-resolution processes through the Platform as required by applicable law or Platform rules. If, after review, TriYum determines that Subscriber was responsible for a nondelivery, wrong delivery, or other delivery failure requiring a customer refund, the delivery-fee portion of the transaction may be reversed or refunded to the customer through the Platform and related payment integrations, in accordance with actual Platform functionality and applicable payment arrangements. To the extent such a reversal, refund, or adjustment cannot be completed directly through TriYum’s systems or payment integrations and instead requires action through Subscriber’s own payment account, processor, or other payment arrangement, Subscriber shall cooperate and promptly complete the required step in accordance with Section 8.13.  TriYum will not take or deduct from Subscriber any gratuity amount where prohibited by applicable law.

Nothing in this Agreement gives Subscriber any ownership interest in TriYum’s platform rules, support processes, or dispute-handling tools.

11. THIRD-PARTY SERVICES

The Platform may interoperate with or enable access to Third-Party Services. Subscriber’s use of Third-Party Services may be subject to separate third-party terms, privacy policies, and requirements.

TriYum does not control and is not responsible for any Third-Party Services, except to the extent expressly stated in this Agreement. TriYum is not liable for the availability, quality, legality, security, or performance of Third-Party Services.

12. SUBSCRIBER DATA; DATA LICENSE; FEEDBACK

12.1 Ownership of Subscriber Data

As between the parties, Subscriber retains ownership of Subscriber Data, subject to the rights granted to TriYum under this Agreement.

12.2 License to Subscriber Data

Subscriber grants TriYum a non-exclusive, worldwide, royalty-free license to host, store, reproduce, transmit, process, display, and otherwise use Subscriber Data to the extent reasonably necessary to:

• provide, operate, secure, and improve the Platform;
• provide support and communicate with Subscriber;
• investigate fraud, misuse, security incidents, or legal violations;
• enforce this Agreement and TriYum’s written platform rules made available through the Platform; and
• comply with applicable law.

12.3 De-Identified and Aggregated Information

TriYum may use de-identified and aggregated information derived from Platform usage for analytics, product development, security, and business operations, provided such information does not identify Subscriber as an individual business user.

12.4 Subscriber Responsibility for Data

Subscriber is solely responsible for the legality, accuracy, integrity, appropriateness, and rights clearance of Subscriber Data and for obtaining any permissions or consents necessary to provide Subscriber Data to TriYum through the Platform.

12.5 Feedback

If Subscriber provides TriYum any suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Platform, TriYum may use such feedback without restriction or compensation to Subscriber.

13. CONFIDENTIALITY

13.1 Confidential Information

Each party may disclose to the other certain confidential or proprietary information relating to its business, operations, products, technology, customers, or services (“Confidential Information”). Confidential Information does not include information that the receiving party can demonstrate: (a) was already lawfully known to the receiving party without restriction; (b) becomes publicly available through no breach of this Agreement; (c) is lawfully received from a third party without breach of any duty; or (d) is independently developed without use of the disclosing party’s Confidential Information.

13.2 Protection of Confidential Information

The receiving party shall: (a) use the disclosing party’s Confidential Information solely as necessary to perform its obligations or exercise its rights under this Agreement; (b) protect such Confidential Information using at least reasonable care; and (c) not disclose such Confidential Information except to employees, contractors, agents, or representatives who have a need to know and are bound by confidentiality obligations at least as protective as those contained herein.

13.3 Required Disclosure

If the receiving party is required by law, court order, or governmental demand to disclose Confidential Information, the receiving party may do so, provided it gives prompt notice to the disclosing party to the extent legally permitted and reasonably cooperates, at the disclosing party’s expense, with efforts to limit the disclosure.

14. PROPRIETARY RIGHTS

Subscriber acknowledges and agrees that the Platform, and all software, interfaces, workflows, designs, logos, trademarks, service marks, content, and related intellectual property embodied in or used to provide the Platform, are owned by TriYum or its licensors and are protected by applicable intellectual property and other laws.

Except where expressly provided otherwise, nothing in this Agreement shall be construed to confer any license to any TriYum intellectual property except the limited license expressly granted under Section 6. Subscriber shall not use TriYum’s names, marks, logos, or branding except as expressly authorized in writing.

15. LIMITED WARRANTY; DISCLAIMER

15.1 Limited Warranty

TriYum warrants that, during the Subscription Term:

• the Platform will perform in all material respects in accordance with the applicable documentation or descriptions TriYum makes available for the Subscription; and
• any support services TriYum expressly undertakes to provide under this Agreement will be performed in a professional and workmanlike manner.

15.2 Warranty Exclusions

The limited warranty in Section 15.1 does not apply to any unavailability, error, or performance issue caused by:

• Subscriber’s misuse of the Platform or use in violation of this Agreement or TriYum’s written platform rules made available through the Platform;
• Third-Party Services, payment processors, devices, operating systems, carriers, or internet/network failures outside TriYum’s reasonable control;
• unauthorized modifications, interference, fraud, bots, spoofing, or other improper activity by Subscriber or third parties; or
• beta, trial, pilot, prerelease, or free features, unless TriYum expressly states otherwise in writing.

15.3 Exclusive Remedy

If TriYum breaches the limited warranty in Section 15.1, Subscriber’s exclusive remedy, and TriYum’s sole obligation, will be for TriYum, at its option, to:

• repair or correct the nonconformity;
• re-perform the affected support services; or
• if TriYum cannot do either within a reasonable time, terminate the affected Subscription and refund the unused, prepaid Subscription Fees allocable to the remaining portion of the then-current Subscription Term.

15.4 Disclaimer of Other Warranties

EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN SECTION 15.1, THE PLATFORM AND ANY RELATED SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND TRIYUM DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, OR RESULTS.

TRIYUM DOES NOT WARRANT THAT:

• THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR AVAILABLE AT ALL TIMES;
• THE PLATFORM WILL GENERATE ANY MINIMUM NUMBER OF CUSTOMERS, TRANSACTIONS, ORDERS, LEADS, ACCOUNTS, SALES, REVENUE, OR PROFITS;
• ANY THIRD-PARTY PROCESSOR, MERCHANT, CONSUMER, OR SERVICE PROVIDER WILL PERFORM AS EXPECTED; OR
• THE PLATFORM WILL BE COMPATIBLE WITH ALL DEVICES, CARRIERS, OPERATING SYSTEMS, OR THIRD-PARTY SERVICES.

NOTHING IN THIS AGREEMENT DISCLAIMS ANY WARRANTY OR RIGHT THAT CANNOT LAWFULLY BE DISCLAIMED.

16. LIMITATION OF LIABILITY; INDEMNITY

16.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRIYUM’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL SUBSCRIPTION FEES PAID BY SUBSCRIBER TO TRIYUM DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100.00).

16.3 Exceptions

The limitations in this Section do not limit liability to the extent it cannot lawfully be limited under applicable law.

16.4 Subscriber Indemnity

Subscriber will defend, indemnify, and hold harmless TriYum, its affiliates, and their respective officers, directors, managers, employees, and agents from and against third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to all such acts or omissions stated below to the extent the act or omission was made by Subscriber or by any person permitted or suffered by Subscriber to use the Platform, whether or not such person meets the definition of Authorized User:

• breach of this Agreement;
• misuse of the Platform;
• violation of law;
• dealings, conduct, acts, omissions, or negligence with respect to third parties;
• Subscriber Data that infringes, misappropriates, or violates the rights of a third party; or
• any legal action naming TriYum as a party that is brought by any of Subscriber’s employees, independent contractors, personnel, or any person permitted or suffered by Subscriber to access the Platform, including actions brought in tort, contract, statute, or equity arising out of Subscriber’s acts, omissions, labor practices, classification decisions, or failure to comply with applicable law governing Subscriber’s own personnel and business operations.

This indemnity does not require Subscriber to indemnify TriYum for TriYum’s sole negligence, willful misconduct, or breach of this Agreement.

17. DISPUTE RESOLUTION; ARBITRATION

17.1 Agreement to Arbitrate

Except for claims that may be brought in small claims court on an individual basis and claims for temporary, preliminary, or emergency injunctive relief to protect intellectual property, confidential information, or platform security pending appointment of an arbitrator, TriYum and Subscriber agree that any dispute, claim, or controversy arising out of or relating to this Agreement, the Platform, the Subscription, Subscription Fees, account access, platform rules, or the relationship between the parties (each, a “Dispute”) will be resolved by final and binding arbitration on an individual basis.

This arbitration agreement is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq.

17.2 Mandatory Pre-Arbitration Notice and Conference

Before either party may commence arbitration, that party must send the other a written notice describing the Dispute, the basis for the claim, and the relief requested.

Notices to TriYum under this Section must be sent to the e-mail address: triyumapp@gmail.com; or by registered mail to: 

TriYum, LLC 

Attn: Trevor Rowley

2011 Palomar Airport Rd.

Carlsbad, CA 92011

Within thirty (30) days after a valid notice is received, the parties will participate in a good-faith individual settlement conference by telephone or videoconference. Either party may be represented by counsel. If the Dispute is not resolved within sixty (60) days after receipt of the notice, either party may initiate arbitration.

This informal process is a condition precedent to arbitration. The applicable limitations period will be tolled from the date a valid notice is sent until the earlier of: (a) completion of the settlement conference, or (b) sixty (60) days after receipt of the notice.

17.3 Arbitration Administrator and Rules

Unless the parties agree otherwise in writing, the arbitration will be administered by CPR in accordance with its applicable administered arbitration rules in effect when the arbitration is commenced, except to the extent those rules conflict with this Agreement, in which case this Agreement controls.

The arbitration will be conducted before a single neutral arbitrator who is a licensed attorney or retired judge with experience in commercial contract disputes involving technology or platform agreements.

If CPR is unavailable or unwilling to administer the arbitration, and the parties do not agree on a substitute administrator within fourteen (14) days, either party may ask a court of competent jurisdiction to appoint an arbitrator or substitute administrator consistent with the Federal Arbitration Act.

17.4 Arbitration Location; Remote Proceedings

Unless the parties agree otherwise, the arbitration will be conducted in Los Angeles County, California. The arbitrator may permit appearances by videoconference, telephone, document submission, or other remote means, as appropriate.

17.5 Arbitration Procedures

The arbitrator will have authority to resolve all threshold arbitrability issues, including formation, scope, and enforceability, except to the extent prohibited by applicable law.

The arbitrator may award any individual remedy available under applicable law, except that the arbitrator may not award relief on a class, collective, representative, coordinated, mass, or consolidated basis except to the extent such restriction is found unenforceable.

The arbitrator will issue a reasoned written award sufficient to permit judicial review under applicable law.

17.6 Fees and Costs

Each party will bear its own attorneys’ fees except as otherwise provided by applicable law or the arbitrator’s award. Arbitration filing, administrative, and arbitrator fees will be allocated under the applicable CPR rules, except as required by applicable law. If a court or arbitrator determines that a different allocation is necessary to enforce this Section 17, TriYum will pay the minimum amount necessary to preserve enforceability.

17.7 Class, Collective, and Representative Waiver

To the maximum extent permitted by law, all Disputes must be brought solely in an individual capacity and not as a plaintiff, claimant, or class member in any purported class, collective, representative, coordinated, mass, or consolidated proceeding.

If a court determines that all or part of this Section 17.7 is unenforceable as to a particular claim or request for relief, then that claim or request for relief will be severed and stayed or litigated in a court of competent jurisdiction, and the remaining portions of this Section 17 will be enforced to the fullest extent permitted by law.

17.8 Jury Trial Waiver

To the maximum extent permitted by law, Subscriber and TriYum waive any right to a jury trial for any Dispute that is litigated in court rather than arbitrated.

18. COMPLIANCE; SUSPENSION; TERMINATION

18.1 Subscriber Cancellation

Subscriber may cancel the Subscription through the Platform or by the method specified at Section 5.5, effective at the end of the current billing period unless otherwise stated.

18.2 Suspension or Termination by TriYum

TriYum may suspend or terminate Subscriber’s access to the Platform immediately or upon notice if any of the following occurs:

• Subscriber breaches this Agreement or any applicable written platform rule made available through the Platform;
• Subscriber provides false, misleading, outdated, or incomplete onboarding information;
• Subscriber shares account credentials such that a person other than an Authorized User is given access to the Platform;
• Subscriber fails to maintain required account credentials, documentation, or payment information;
• Subscriber engages in fraud, abuse, unlawful conduct, security abuse, or misuse of the Platform;
• TriYum reasonably believes suspension is necessary to protect the Platform, users, customers, merchants, or third parties; or
• TriYum is required to do so by law, court order, payment processor directive, or other legal process.

18.3 Effect of Termination

Termination or suspension does not relieve Subscriber of obligations accrued before termination, including payment obligations.

18.4 Survival

Sections that by their nature should survive termination will survive, including Sections 5, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18.3, 18.4, and 19.

19. ELECTRONIC COMMUNICATIONS AND RECORDS

Subscriber consents to receive this Agreement, disclosures, notices, billing communications, and other records from TriYum electronically, including through the Platform or by email.

Subscriber’s electronic acceptance of this Agreement has the same force and effect as a handwritten signature to the maximum extent permitted by applicable law.

Subscriber acknowledges and agrees that TriYum may rely on electronic records to establish Subscriber’s acceptance of this Agreement, the Privacy Policy, the applicable subscription offer, and any other terms presented in connection with account creation, subscription signup, renewal, or continued Platform access where renewed assent is requested. Subscriber agrees that TriYum’s electronic records may include, without limitation, the version of the agreement or terms presented, the date and time of acceptance, the account identifier, user identifier, session or transaction identifier, device and browser or application data, IP address or similar technical connection data, the specific assent mechanism used (including checkbox and button status), and a record of the screen, webpage, or in-app flow presented at the time of assent. Subscriber agrees that such electronic records shall be admissible to the same extent as any other business records maintained in electronic form and may be used to establish the formation, terms, and acceptance of this Agreement to the fullest extent permitted by applicable law.

20. MISCELLANEOUS

20.1 Entire Agreement

This Agreement, together with any policies, pricing terms, signup flow terms, and other documents expressly incorporated into the Subscription, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, negotiations, and communications relating to that subject matter.

20.2 Notices

Except as otherwise expressly provided in this Agreement, routine account, billing, renewal, amendment, and platform notices may be delivered electronically through the platform or account email, while formal legal notices under specified sections must be in writing and delivered by personal delivery, nationally recognized overnight courier, certified or registered mail, or email to the addresses designated by the receiving party for such notices. Notice is effective upon receipt.

20.3 Assignment

Subscriber may not assign or transfer this Agreement, in whole or in part, without TriYum’s prior written consent. Any attempted assignment in violation of this Section is void. TriYum may assign this Agreement, without Subscriber’s consent, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the relevant business or assets.

20.4 Force Majeure

Neither party will be liable to the other for any failure or delay in performing its non-monetary obligations under this Agreement to the extent caused by events beyond its reasonable control, including acts of God, fire, flood, earthquake, war, terrorism, civil unrest, labor disturbances, epidemics, communication failures, power failures, internet outages, or governmental action; provided, however, that the foregoing does not excuse Subscriber’s payment obligations.

20.5 Governing Law

Except as otherwise expressly stated in this Agreement, this Agreement is governed by the laws of the State of California, without regard to conflict-of-law rules.

20.6 Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, except as otherwise stated in Section 17.

20.7 No Waiver

A party’s failure to enforce any provision of this Agreement will not constitute a waiver of that provision or of the right to enforce it later.

20.8 Modifications

TriYum may modify this Agreement from time to time. For changes that materially affect Subscriber’s rights or obligations, TriYum will provide notice through the Platform, by email, or by another reasonable electronic method, and TriYum will provide notice and may require renewed affirmative assent before continued use or renewal. If Subscriber does not agree to a material modification, Subscriber must stop using the Platform and cancel the Subscription before the change becomes effective.

20.9 Headings; Interpretation

Section headings are for convenience only and do not affect interpretation. The words “including” and “include” mean “including without limitation.”

[END OF AGREEMENT]