Terms of Service
Last Updated:
These Terms of Service (the “Agreement”) are a binding contract between you and TraceRoot, Inc. (“TraceRoot,” “we,” “us,” or “our”) governing your access to and use of our products and services, including our hosted platform, software, websites, and documentation (collectively, the “Services”). By accessing or using the Services, you agree to be bound by this Agreement. If you are using the Services on behalf of an organization, you represent that you have authority to bind that organization, and “you” refers to that organization.
1. Access and Use
Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during your subscription term for your internal business purposes. You must keep your account credentials confidential and are responsible for all activity under your account.
2. Acceptable Use
You will not: (a) reverse engineer, decompile, or attempt to derive the source code of the Services; (b) copy, modify, or create derivative works of the Services; (c) bypass any security or access controls; (d) use the Services to infringe or violate rights of any third party or applicable law; (e) transmit malware or other harmful code; or (f) use the Services to build a competing product. We may suspend or limit access if your use poses a security risk, violates these terms, or could adversely impact the Services or other users.
3. Customer Data
“Customer Data” means data, code, content, and other material you submit to or process with the Services. You retain ownership of Customer Data. You grant TraceRoot a worldwide, royalty-free, non-exclusive license to host, process, transmit, and display Customer Data solely to provide and maintain the Services and related support. You are responsible for the accuracy, content, and legality of Customer Data and for securing all necessary rights and consents.
4. Privacy and Security
We implement administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Data. We may process certain personal information as described in our privacy notices. You are responsible for configuring the Services in a secure manner and for managing access to your account.
5. Intellectual Property
As between the parties, TraceRoot and its licensors own all rights in and to the Services, software, documentation, APIs, and underlying technology, including all related intellectual property and derivative works (“TraceRoot IP”). Except for the limited rights expressly granted here, no rights are granted to you by implication or otherwise.
6. Usage Data and Feedback
We may collect and use aggregated and de-identified information related to use of the Services for analytics, benchmarking, and improving our offerings. If you provide feedback or suggestions, we may use them without restriction and without obligation to you.
7. Third-Party Services
The Services may interoperate with third-party products or services. Your use of any third-party offerings is subject to their terms, and we are not responsible for those offerings.
8. Fees and Taxes
You agree to pay all fees specified in an order or online checkout. Fees are non-refundable except where required by law or expressly stated otherwise. You are responsible for applicable taxes, excluding our income taxes.
9. Term and Termination
This Agreement remains in effect while you access the Services. Either party may terminate for material breach if not cured within thirty (30) days after written notice. Upon termination, your access to the Services will cease and you will promptly pay any outstanding amounts. For a limited period following termination, and upon request, we will make Customer Data available for export.
10. Disclaimers
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRACEROOT DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We do not warrant that the Services will be uninterrupted, secure, or error-free.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL. EXCEPT FOR YOUR PAYMENT OBLIGATIONS, EACH PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO TRACEROOT FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
12. Indemnification
You will defend and indemnify TraceRoot from and against third-party claims arising from Customer Data or your use of the Services in violation of this Agreement. We will defend and indemnify you against claims that the Services, when used as permitted, infringe a third party’s intellectual property rights, subject to customary limitations and exclusions.
13. Dispute Resolution
Any dispute will be resolved through binding arbitration on an individual basis, and class actions are waived, to the extent permitted by law. Either party may seek injunctive or equitable relief in court to protect its intellectual property or confidential information.
14. General
This Agreement is the entire agreement between the parties regarding the Services and supersedes prior agreements. Neither party may assign this Agreement without the other’s consent, except to an affiliate or in connection with a merger, acquisition, or sale of assets. If any provision is found unenforceable, the remainder will remain in effect. Notices may be provided electronically. Each party is an independent contractor, and this Agreement does not create any agency or partnership.
Contact
Questions about these Terms may be sent to [email protected].