By indicating your acceptance of this Agreement or accessing or using the Products, you are agreeing to be bound by the terms and conditions of this Agreement. Each party expressly agrees that this Agreement is legally binding upon it. If a separate written license agreement with respect to any Product exists between Customer and Company, the terms of that written license agreement (excluding the pre-printed terms of any purchase order, confirmation or similar document, which will have no effect and will not be considered agreed to by Company) shall take precedence over this agreement, and you acknowledge that you are bound by the terms of that written license agreement.
Purchase from Reseller: If Customer purchases the Product from an authorized reseller of Company (“Reseller”), Customer’s use of the Product will be governed by this Agreement, subject to the “Resellers” Section below.
1. The Agreement. This Master Subscription Agreement (“Agreement”) is entered into by and between the entity or person placing an Order (“Customer” or “you”) and Traceable, Inc. (“Company”) for accessing the SaaS Service or licensing the Software. This Agreement consists of the terms and conditions set forth below and any Orders. If you are accessing or using the SaaS Service or Software on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “you” reference your company. The “Effective Date” of this Agreement is the date which is the earlier of (a) Customer’s initial access to the SaaS Service through any online provisioning, registration or order process or (b) the subscription start date of the first Order.
2. Product Access.
2.1. SaaS Service. If the Order expressly indicates access to the SaaS Service, then subject to this Agreement, Customer may use the SaaS Service for its internal business purposes during the Subscription Term (“Permitted Use”) and only for the number of permitted License Units or any other restrictions in the Order. Customer will comply with the Documentation in using the SaaS Service.
2.2. On-Premises. If the Order expressly indicates an on-premises license to the Software, then subject to this Agreement, Company hereby grants to Customer, during the Subscription Term, a limited, revocable, nonexclusive, nontransferable, nonsublicensable right and license to use the Software in object code form for its internal business purposes, in accordance with the Documentation, on systems under Customer control, and only for the number of permitted License Units set forth in the Order. Upon the Effective Date of an Order Company will, at its expense, make the Software available for download. The Software will be deemed delivered when the electronic download is available.
3. Users. Customer may permit Users to use the Product on its behalf. Customer is responsible for provisioning and managing its User accounts, for its Users’ actions through the Product, and for their compliance with this Agreement. Customer will ensure login credentials are kept confidential and will promptly notify Company upon learning of any compromise of User accounts or credentials.
4. Affiliates. Customer’s Affiliates may serve as Users. In addition, Customer’s Affiliates may enter into their own Orders as mutually agreed with Company, which creates a separate agreement between such Affiliate and Company incorporating this Agreement with the Affiliate treated as “Customer”. Neither Customer nor any Customer Affiliate has any rights under each other’s separate agreement with Company, and breach or termination of any such separate agreement affects only that agreement.
5. Data.
5.1. Use of Customer Data. Subject to this Agreement, Company will access and use Customer Data solely to provide and maintain the SaaS Service, Software, Support and Technical Services under this Agreement (“Use of Customer Data”). Use of Customer Data includes sharing Customer Data as Customer directs through the SaaS Service or Software, but Company will not otherwise disclose Customer Data to third parties except as permitted in this Agreement. Company may collect Usage Data regarding the SaaS Service and use it to operate, improve and support the Products and for other lawful business purposes, including benchmarking and reports. However, Company will not disclose Usage Data externally.
5.2. Security. Company will maintain appropriate administrative, physical, technical and organizational measures to protect the security, confidentiality, and integrity of Customer Data in accordance with its Information Security Program. At least once per calendar year, Company will engage, at its expense, an independent third-party to conduct an audit of Company’s operations with respect to the SaaS Service in accordance with the Statement on Standards for Attestation Engagements No. 18 (the “SSAE 18”), and have such firm issue a SOC 2 report (or a substantially similar report of a successor auditing standard). Any revisions to the Information Security Program will not diminish Company’s current data security obligations. Company will notify Customer promptly of any Security Breach and will cooperate with Customer in the investigation and mitigation of any such incident. Company will respond to reasonable written inquiries, not more than once per year, from Customer regarding Company’s compliance with its data security obligations hereunder.
5.3. DPA. The parties will adhere to the Data Protection Addendum (DPA), the current version of which is at https://traceable.ai/legal/traceable-data-processing-addendum
6. Compliance with Laws. Each party will comply with all Laws that apply to its performance under this Agreement.
7. Support. Company will use reasonable efforts to provide technical support for the Products, if and as set forth in an applicable Order, pursuant to its support terms available at https://traceable.ai/terms-of-service/enterprise-support-sla.
8. Warranties.
8.1. Mutual Warranties. Each party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; and (b) it will use industry-standard measures to avoid introducing Viruses into the Products.
8.2. Additional Company Warranties. Company warrants that: (a) the Product will perform materially as described in the Documentation and Company will not materially decrease the overall functionality of the Product during a Subscription Term (the “Performance Warranty”); (b) Company will perform any Technical Services in a professional and workmanlike manner (the “Technical Services Warranty”); and (c) Company will use industry standard measures designed to ensure that the Software (as provided by Company) does not contain Viruses (the “Virus Warranty”).
8.3. Warranty Remedy. If Company breaches the Performance Warranty, Virus Warranty, or Technical Services Warranty and Customer makes a reasonably detailed warranty claim within 30 days of discovering the issue with respect to the Product or receipt of the applicable Technical Services (“Claim Period”), then Company will use reasonable efforts to correct or provide a work-around for the nonconformity. If Company fails to do so within 90 days after Customer’s warranty claim (“Fix Period”), either party may terminate the affected Order as relates to the nonconforming Product or Technical Services. Company will then refund to Customer any prepaid, unused fees for the terminated portion of the Subscription Term (for the Performance Warranty or Virus Warranty) or for the nonconforming Technical Services (for the Technical Services Warranty). These procedures are Customer’s exclusive remedy and Company’s sole liability for breach of the Performance Warranty, Virus Warranty, and Technical Services Warranty.
8.4. Disclaimers. Except as expressly set out in this Agreement, each party disclaims all warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title and non infringement. The warranties in this Section do not apply to misuse, unauthorized modifications, Third-Party Platforms. These disclaimers apply to the full extent permitted by Law.
9. Usage Rules.
9.1. Compliance. Customer will not (a) process Customer Data that: (i) violates applicable laws or regulations; or, (ii) contains Viruses; (b) overwhelm or attempt to overwhelm the SaaS Service; (c) publish benchmark or performance information about the Product without Company’s consent; (d) use the Products in violation of data, privacy or other applicable laws or regulations; (e) access the SaaS Service through means Company did not authorize (for instance, scraping or crawling); (f) disable or interfere with the Products or circumvent any security or access controls; or (g) try to access other users’ data or accounts without their express permission. As between the parties, Customer is responsible for the content and accuracy of Customer Data.
9.2. High Risk Activities & Sensitive Data. Customer (a) will not use the Product for High Risk Activities, (b) will only submit Sensitive Data to the SaaS Service that Company needs to perform its services hereunder, and (c) acknowledges that the Product is not designed for (and Company has no liability for) use prohibited in this Section.
9.3. Restrictions. Customer will not and will not permit anyone else to: (a) sell, sublicense, distribute or rent the Product (in whole or part), grant non-Users access to the Product or use the Product to provide a hosted or managed service to others, (b) reverse engineer, decompile or seek to access the source code of the Product, except to the extent these restrictions are prohibited by Laws and then only upon advance notice to Company, (c) copy, modify, create derivative works of or remove proprietary notices from the Product, (d) conduct security or vulnerability tests of the Products without Company’s prior written consent, interfere with its operation or circumvent its access restrictions, (e) use the Products to develop a product that competes with the Products or, (f) use the Products except as authorized under this Agreement.
10. Third-Party Platforms. Customer may choose to enable integrations or exchange Customer Data with Third-Party Platforms. Customer’s use of a Third-Party Platform is governed by its agreement with the relevant Company, not this Agreement, and Company is not responsible for Third-Party Platforms or how their providers use Customer Data.
11. Technical Services. Company will perform Technical Services as described in an Order. Customer will give Company timely assistance reasonably needed for Technical Services. Subject to any limits in an Order, Customer will reimburse approved travel and lodging expenses incurred in providing Technical Services. Customer may use materials that Company furnishes as part of Technical Services only in connection with Customer’s authorized use of the Products under this Agreement.
12. Fees.
12.1. Payment. Customer will pay the fees described in the Order. Unless the Order states otherwise, all amounts are due within 30 days after the invoice date (the “Payment Period”). Late payments are subject to a charge of 1.5% per month or the maximum amount allowed by Law, whichever is less, and Customer pays all expenses incurred in collection of undisputed amounts, including reasonable attorneys’ fees. All fees and expenses are nonrefundable except as expressly set out in this Agreement.
12.2. Taxes. Customer is responsible for any sales, use, value-added, withholding or similar taxes or levies that apply to its Orders, whether domestic or foreign (“Taxes”), other than Company’s income tax. Fees and expenses are exclusive of Taxes.
12.3. Payment Disputes. If Customer disputes an invoice in good faith, it will notify Company within the Payment Period and the parties will seek to resolve the dispute over a 30-day discussion period. Customer is not required to pay disputed amounts during the discussion period, but will timely pay all undisputed amounts. After the discussion period, either party may pursue any available remedies.\