1. Agreement and eligibility
These Terms govern access to the IDEN proposal tool and associated project/back-office workspace (“Service”). The person accepting represents that they have authority to bind the subscribing organization or accepts in their individual business capacity. Only authorized users may access accounts and workspace records.
An applicable signed agreement or order form controls over conflicting general Terms to the extent it expressly does so. A signed data-processing agreement controls covered processing. The Privacy Policy explains personal-information practices; it is not a blanket license to reuse customer content.
2. Service and professional relationships
IDEN is a platform operated by Trocola Inc. Consultants use IDEN to prepare and deliver proposals. Each company has a workspace on the platform, included as described in the applicable offer, in which the company can receive proposals, work with its consultants, and manage the associated project and its records, subject to the applicable offer and disclosed limits. Features may vary by access level and configuration. Capabilities that are not expressly offered, such as monitoring or VR/AR features, are not included.
Unless Trocola separately signs as the service provider, a consultant’s proposal and engagement are between that consultant and client. Each is responsible for its representations, services, pricing, acceptance, contracts, taxes and obligations. Use of IDEN does not appoint Trocola as their agent or professional adviser.
A platform action has only the effect stated in the applicable workflow and agreement. Do not assume an acceptance replaces an offline-signed contract or constitutes confirmation of payment.
Each company’s workspace is partitioned from every other company’s workspace, and people reach a workspace only as described in Section 3. Consultants are the platform’s paying customers. A company’s included workspace does not make the company a paying customer unless the company accepts an offer that says so.
3. Accounts and permissions
Keep credentials confidential, use access only within your authority, promptly report suspected compromise, and keep account and organization information accurate. Administrators are responsible for authorized membership and permissions within the controls available to them.
Access model and house access.
Attachment and roles. A person can access a company’s workspace only if they have been attached to that company in IDEN. Attaching a person to a company is that person’s registration for that workspace. For each company they are attached to, a person has a role (Administrator or User) and a sub-role (Super Admin, Admin, Audit, or General), together with the permissions set under them. Roles, sub-roles, and permissions determine what a person can see and do in that workspace. A company’s kind also matters: consultant companies, client companies, and auditor companies have the workspaces and functions offered for their kind.
Grants. A person outside a company, such as a consultant or an auditor, can access the company’s workspace only under a grant (a ‘handshake’) approved for that company. A grant is view only, or view and edit; a view grant never includes editing. The company can see every external grant on its workspace and can revoke any grant at any time; revocation takes effect immediately. A grant ends at its stated end condition: a consultant’s grant ends when the engagement ends, and an auditor’s grant ends when the audit ends, unless the person who gave the grant set it to continue indefinitely.
House access. Trocola staff are attached to Trocola’s own workspace under the same role model. Authorized Trocola staff may view any company’s workspace for support, security, and operation of the Service. House viewing is announced to the customer and is recorded. Trocola staff may write or edit in a company’s workspace only with the company’s permission, given through the platform, for the session or purpose the company approved.
Force Entry. Until the permission-based edit gate described above is in service, Trocola Super Admins and Admins may enter a workspace and edit records for support and data correction. This capability is named Force Entry, and every use of it is logged. Force Entry is retained after the gate is in service, reserved to named Trocola Super Admins, for lockout recovery and for compliance with legal process. Every use of Force Entry remains logged.
Administrative capabilities do not create ownership of customer content.
4. Charges and free workspace
The price of using IDEN is separate from the fee charged by a consultant to a client. Fees, metered assessments, renewals, taxes, cancellation and refund terms must be stated in an accepted order or pricing notice before the applicable charge.
A free project workspace is included as represented in the applicable offer. Free access does not transfer data ownership and does not authorize data sale, advertising reuse or model training.
We will not silently convert the included free workspace to a paid plan. Any applicable new charges require the notice and agreement required by the offer and law.
5. Customer content and data rights
“Customer Content” includes the nonpublic information, proposals, documents, project records and other material submitted to or created within a customer workspace, excluding Trocola technology, third-party material and material for which the customer lacks rights.
As between Trocola and the customer, the customer retains its rights in Customer Content. Where consultants, clients, employees or other contributors have distinct rights, ownership and permitted disclosure follow their applicable agreements and law. Account access or payment alone does not transfer a third party’s rights.
The customer grants Trocola a nonexclusive, limited license to host, reproduce, transmit, display, organize, back up and process Customer Content only as necessary to provide the authorized Service, protect it, and meet lawful obligations. Qualified providers may exercise that permission only for those purposes under appropriate restrictions.
This is not a license to sell Customer Content, broker it, publish it, advertise with it, or train general-purpose AI models. Any additional rights require a separate, express agreement by a party with lawful authority and any required permissions from affected individuals.
No implied commercial-data license, perpetual improvement license, unrestricted derivative-data license or transferable marketing license is created by using the Service. Statutory privacy rights are not waived.
5A. Aggregated and de-identified information
Trocola may create aggregated, de-identified information from the operation and use of the Service, such as counts, rates, distributions, benchmarks and trends (“Aggregate Information”). Aggregate Information:
- does not identify, and is not reasonably capable of being used to identify, any customer, organization, consultant or individual;
- does not contain the text of any customer’s proposals, policies, SOPs, documents, notes or other Customer Content;
- is drawn only from groups of at least 10 organizations, and, where it reflects information about individuals (such as assessment or survey results), from groups of at least 10 individuals.
Trocola may use Aggregate Information to operate, secure, improve and benchmark the Service, and to publish industry insights. Trocola will not attempt to re-identify Aggregate Information. Trocola will contractually prohibit any recipient from doing so.
Aggregate Information is not Customer Content. This section does not permit the sale of Customer Content or the training of AI models on Customer Content; training is governed only by Section 5B.
5B. Data Contribution Program (opt-in)
A customer may choose to join Trocola’s Data Contribution Program. Joining requires a separate, express agreement accepted by an administrator with authority to bind the customer. It is never a condition of using the Service, and it is never inferred from free workspace access.
Under that agreement, and only to the extent it states, Trocola may use de-identified Customer Content to build reference datasets and to train, evaluate and improve AI models, including models Trocola offers. The categories a customer may choose to contribute include:
- policies and SOPs;
- remediation records;
- assessment outputs;
- audit-trail usage patterns;
- AI fluency and sentiment results.
Contributions are subject to these protections:
- People’s results are never contributed individually. AI fluency and sentiment information is contributed only in aggregate form meeting the thresholds in Section 5A.
- Identifiers are removed before use. This covers names, contact details, company names and other direct identifiers.
- The customer may withdraw at any time. Withdrawal stops all future contribution. Information already incorporated into a trained model or a published dataset cannot practicably be removed from it, and the customer agreement will say so plainly before the customer joins.
- Contributed information is never sold as raw content and is never licensed to data brokers.
Participants receive the benefits stated in their program agreement.
6. Outputs, GAR and evidence
Subject to existing third-party rights, applicable law and provider terms, the customer may use engagement-specific outputs delivered to its workspace for its business purposes. Trocola does not claim ownership of the customer’s original inputs or solely customer-authored proposal text merely because IDEN processed them.
Trocola retains its rights in pre-existing methods, assessment logic, software, interfaces, original template content and framework materials. Customer access to an output does not transfer those underlying rights. A license to an output must permit its intended delivery and review by authorized clients; state any further limits explicitly in the order.
GAR and AI-assisted results may be incomplete, outdated or erroneous. Users must review source material, gaps and fitness for the intended use. A reading or CRS is not the client’s approval, certification, legal opinion or assurance that a tool is safe or compliant. Human or expressly configured company-rule decisions remain attributable to their actual source.
7. Trocola intellectual property and reserved rights
Trocola and its licensors retain their respective rights in the Service’s software, branding, original interface expression, animation assets, documentation and other protected material. Except for the limited right to use the Service under this agreement, no license is granted by implication.
Do not copy, redistribute, commercially exploit or extract protected platform material beyond the rights granted, or use automated extraction to obtain confidential information or bypass access restrictions. Restrictions on reverse engineering apply only to the extent permitted by law. Public facts, ideas and third-party materials are not made Trocola property by this clause.
All rights not expressly granted are reserved by their respective owners.
8. Confidentiality and permitted disclosures
Each party will protect the other’s nonpublic business information received through the Service with reasonable care and limit use to authorized purposes. Disclosure may be made to authorized personnel/providers with appropriate obligations, with permission, or as legally required. Lawful disclosures may require notice where permitted. Confidentiality does not authorize hiding evidence, obstructing lawful investigations or restricting protected reporting.
Delivery of a proposal authorizes access only for its intended recipients and authorized supporting roles, not public publication. Users must verify recipients and the material they are authorized to share.
9. Acceptable use
Do not access another organization’s information without authorization; impersonate others; submit unlawful or infringing content; introduce malware; bypass safeguards, metering or rate limits; fabricate sources or approvals; or use the Service for unlawful discrimination or misleading representations.
You are responsible for having the rights and permissions necessary for your submitted material and intended processing. Do not submit specially regulated data without the required product and contract authorization.
10. Third-party services
The providers we use to operate the Service are listed in the Privacy Policy (Section 4). That list is exhaustive for providers that receive workspace information, and we announce changes to it before they take effect. Third-party models, payment providers, integrations, vendor sites and financing partners may have separate terms. Their availability or inclusion is not an endorsement or promise of successful funding, payment, eligibility or performance. We remain responsible for obligations that applicable law or our agreement does not permit us to disclaim.
11. Audit history, correction and monitoring
Activity records reflect the functions actually enabled. We do not guarantee that every event is captured or that an audit trail satisfies every regulator. Security controls and retention specifications must be described accurately, not inferred from the word “immutable.”
Corrections and attributed changes may preserve prior context where lawful. Legal retention, deletion and privacy obligations still apply. A visualization is not proof of real-time monitoring, completed work, compliance or model intelligence.
12. Suspension, termination and exit
We may restrict access proportionately for material breach, unlawful activity or a credible security risk, with notice and an opportunity to address the issue where reasonably practicable. Urgent protective action may precede notice. Customers may terminate according to their order and applicable cancellation process.
Termination ends the operational content license except to the limited extent needed for authorized export, defined backup handling, disputes, security and lawful retention. It does not create a new commercialization right.
On termination or exit, the company keeps its records. Customer Content remains the customer’s, and the customer may export its records using the export functions provided in the Service and as described in the applicable offer.
A consultant’s access to a client’s workspace ends when the engagement ends. It also ends, at any time and regardless of the engagement, when the grant is revoked or expires, even if the consultant’s own account continues.
13. Warranties and limitations
Except for express commitments in the applicable agreement and nonwaivable legal rights, the Service and outputs are provided as available, without a guarantee of uninterrupted operation, sales results, regulatory acceptance or error-free AI results.
14. Changes, disputes and general provisions
Material changes require appropriate notice and, where necessary, renewed agreement or consent. Changes do not retroactively expand rights to previously collected content or defeat accrued customer rights.
Invalid provisions are adjusted only to the extent permitted by law; the remainder remains effective. Transfers of agreements and obligations must preserve required confidentiality, privacy and contractual protections. Nothing here waives mandatory rights.
Notices and support: legal@trocolainc.com — Trocola Inc, c/o Universal Registered Agents, Inc., 300 Creek View Road, Suite 209, Newark, DE 19711.