These Terms of Use (“Terms”) form a binding agreement between TRACEA (“Tracea”, “we”, “us”, or “our”) and the person or entity accessing or using the Service (“Customer”, “you”, or “your”).
If you use the Service on behalf of a company or another organization, you represent that you have authority to bind that organization to these Terms.
If Tracea and the Customer sign an order form, subscription agreement, master services agreement, or other written commercial agreement, that agreement controls to the extent of any conflict with these Terms.
Service description
Tracea provides a subscription-based market-intelligence platform that may include search tools, dashboards, visualizations, reports, benchmarking, alerts, collaboration features, exports, APIs, and related support services.
Tracea may use information from public sources, data providers, customer submissions, and internal processing methods to generate outputs. Tracea is not a broker, agent, investment adviser, customs broker, law firm, or other regulated adviser unless expressly stated in writing.
Eligibility and account creation
You must be at least 18 years old and authorized to enter into these Terms.
To use certain parts of the Service, you may need to create an account or be invited by an administrator from your organization. You must provide accurate and current information and keep it up to date.
You are responsible for:
safeguarding your credentials;
limiting account access to authorized users only;
ensuring that your users comply with these Terms;
promptly notifying Tracea of any suspected unauthorized access or security incident.
Tracea may suspend or disable credentials if it reasonably believes that an account is compromised or used in violation of these Terms.
License and permitted use
Subject to payment of applicable fees and compliance with these Terms, Tracea grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the subscription term to access and use the Service and Tracea content for your internal business purposes only.
Unless your order form expressly allows more, you may not:
resell, sublicense, redistribute, publish, or externally share the Service or Tracea content;
use the Service or outputs to build, train, fine-tune, evaluate, or operate a competing product, foundation model, dataset, or automated extraction service;
scrape, crawl, spider, benchmark, mirror, or systematically download the Service or Tracea content;
circumvent usage limits, seat limits, authentication, or technical protections;
remove proprietary notices;
reverse engineer, decompile, or attempt to derive source code, models, schemas, or underlying datasets except where non-waivable law expressly permits it.
If Tracea provides APIs, exports, or bulk download functionality, you may use them only within the scope expressly authorized by your subscription and documentation.
Customer content and user-generated content
You may upload or submit data, files, notes, watchlists, comments, prompts, instructions, or other materials to the Service (“Customer Content”).
You retain your rights in Customer Content.
You grant Tracea a non-exclusive, worldwide, limited license to host, copy, process, transmit, display, and otherwise use Customer Content only as necessary to:
provide and support the Service;
secure and maintain the Service;
prevent abuse and investigate incidents;
comply with law;
improve the Service using aggregated or anonymized information that does not identify you or any individual.
If you choose to post content into shared or public areas of the Service, you also grant Tracea the limited rights needed to display and distribute that content within those areas in line with your settings.
You represent that you have all rights needed to provide Customer Content and that it does not infringe law or third-party rights.
Third-party and source data
The Service may contain or rely on data from public sources, third-party licensors, partners, government sources, customers, or other external providers. Availability, format, coverage, and continuity of that data may change, including because of legal, licensing, source, or technical changes outside Tracea’s control.
Tracea may suspend, substitute, modify, or remove source data or related features where reasonably necessary.
Acceptable use
You will not, and will not allow any user or third party to:
violate any applicable law, regulation, sanctions rule, export-control rule, or third-party right;
use the Service to harass, defame, discriminate against, or surveil any person unlawfully;
upload malware, destructive code, or security-testing tools without authorization;
use the Service to identify, target, or profile individuals unlawfully;
share credentials across organizations or exceed purchased seats;
use automated methods to extract data except through expressly permitted APIs or download tools;
use Tracea outputs as the sole basis for legal, tax, customs, sanctions, investment, medical, or similarly high-stakes decisions without appropriate independent review;
misrepresent the source of exports, reports, or analytics generated through the Service.
Tracea may monitor compliance with these Terms to the extent reasonably necessary to protect the Service, enforce these Terms, and comply with law.
Subscriptions, fees, payments, and refunds
Paid subscriptions begin on the date stated in the applicable order form or checkout flow and continue for the subscription term shown there.
Unless otherwise stated:
fees are charged in advance;
taxes are additional unless expressly stated otherwise;
subscriptions renew automatically for successive periods equal to the initial term unless cancelled before the renewal date stated in the order form or account settings;
payment obligations are non-cancellable once a paid term begins.
If payment is overdue, Tracea may charge lawful late interest, suspend access on reasonable notice, and recover reasonable collection costs where allowed by law.
Refunds. Fees are generally non-refundable except where:
required by law;
expressly stated in an order form or promotional offer;
Tracea charges you in error;
Tracea terminates the paid Service for convenience without uncured breach by you, in which case Tracea will refund the unused pro rata portion of prepaid fees for the affected period.
No refund is due for:
early termination by you for convenience;
unused seats, downloads, searches, or API quotas;
source-data changes outside Tracea’s reasonable control;
suspension or termination caused by your breach.
Free trials may be limited in duration, functionality, geography, or export rights. Tracea may end a free trial at any time and may delete trial data after the trial unless the parties agree otherwise.
Intellectual property and content ownership
As between the parties, Tracea and its licensors own all rights, title, and interest in and to the Service, software, interfaces, models, methodologies, documentation, schemas, taxonomies, branding, look and feel, and Tracea-generated content, including all related intellectual property rights.
Except for the limited rights expressly granted in these Terms, no rights are transferred to you.
If you provide feedback, suggestions, or enhancement requests, Tracea may use them without restriction or payment, and you assign to Tracea any rights needed for that use to the extent permitted by law.
Confidentiality
Each party may receive non-public information from the other party that is marked confidential or that should reasonably be understood to be confidential (“Confidential Information”).
Confidential Information includes, at minimum:
Customer Content that is not public;
pricing, security information, technical architecture, product roadmaps, models, and non-public documentation;
business plans, commercial terms, and non-public datasets.
The receiving party will:
use the other party’s Confidential Information only to perform under these Terms;
protect it using at least reasonable care;
disclose it only to personnel, contractors, and advisers who need to know it and are bound by confidentiality duties.
These obligations do not apply to information that is publicly available without breach, already lawfully known, independently developed without use of the confidential information, or lawfully received from a third party without duty of confidentiality.
A party may disclose Confidential Information where required by law, provided it gives advance notice where legally permitted.
Privacy and data protection
Tracea processes personal data as described in its Privacy Policy and, where applicable, a separate Data Processing Addendum.
If you provide personal data to Tracea through the Service, you are responsible for ensuring that you have an appropriate legal basis and all necessary notices, permissions, and instructions required by applicable law.
If Tracea acts as your processor for Customer Content containing personal data, the parties will follow the applicable DPA.
Disclaimers
The Service and all Tracea content are provided on an “as is” and “as available” basis, except as expressly stated in a written agreement.
To the maximum extent permitted by law, Tracea disclaims all implied warranties, including merchantability, fitness for a particular purpose, title, non-infringement, and uninterrupted availability.
Tracea does not guarantee that:
the Service will be uninterrupted, error-free, or available at all times;
all source data will remain available, complete, current, or accurate;
outputs will satisfy your specific business, legal, regulatory, or commercial objectives.
Tracea’s outputs are informational tools. They are not legal, tax, compliance, customs, sanctions, accounting, investment, or professional advice. You remain responsible for decisions you take using the Service.
Limitation of liability
To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, exemplary, punitive, or consequential losses, or for lost profits, lost revenue, lost savings, loss of goodwill, or loss of data, even if advised of the possibility of those losses.
Subject to the carve-outs below, each party’s total aggregate liability arising out of or in connection with these Terms will not exceed the fees paid or payable by the Customer to Tracea for the Service during the 12 months immediately preceding the event giving rise to the claim.
The exclusions and cap above do not apply to:
fraud or fraudulent misrepresentation;
wilful misconduct or gross negligence, to the extent non-excludable under applicable law;
death or personal injury caused by negligence, where non-excludable;
your payment obligations;
your violation of Tracea’s intellectual property rights;
either party’s breach of confidentiality or data protection obligations, if you choose to carve those out in commercial negotiations;
liabilities that cannot be excluded or limited by law.
If Tracea wants a more enterprise-sales-friendly position, it should consider a separate higher cap for confidentiality, data protection, and IP indemnity claims, rather than a single flat cap.
Indemnification
You will defend, indemnify, and hold harmless Tracea and its affiliates, officers, directors, employees, and agents against third-party claims arising from:
your breach of these Terms;
your unlawful or unauthorized use of the Service;
your Customer Content;
your infringement of third-party rights;
your violation of sanctions, export controls, privacy law, or other applicable law.
Tracea will defend you against a third-party claim that the Service, when used as permitted under these Terms, directly infringes that third party’s intellectual property rights, and Tracea will pay damages finally awarded or agreed in settlement, provided that you promptly notify Tracea, give Tracea sole control of the defense and settlement, and provide reasonable cooperation.
Tracea will have no obligation under this clause to the extent a claim results from:
Customer Content;
your combination of the Service with items not provided by Tracea;
unauthorized modification or use;
continued use after Tracea offers a non-infringing replacement or workaround.
If an infringement claim appears likely, Tracea may modify the Service, obtain the needed rights, or terminate the affected part of the Service and refund prepaid fees for the unused remainder of the affected paid term.
Suspension and termination
Tracea may suspend or terminate access immediately, or on notice where appropriate, if:
you materially breach these Terms;
payment is overdue;
use of the Service creates a security, legal, or operational risk;
Tracea is required to do so by law or by a data or source provider restriction.
You may terminate by cancelling your subscription before the next renewal date or as otherwise allowed in an order form.
On termination or expiry:
your right to use the Service ends;
you must stop using Tracea content except for limited internal archival copies that law or a written agreement expressly permits;
Tracea may delete Customer Content in accordance with its retention policy and contract, except where law requires longer retention.
The following sections survive termination: fees due, license restrictions, intellectual property, confidentiality, privacy/data protection, disclaimers, liability, indemnities, dispute resolution, and any other clauses that by their nature should survive.
Modifications
Tracea may update these Terms from time to time. If a change materially affects your rights or obligations, Tracea will provide reasonable notice by email, in-product notice, or posting on the website. The updated Terms take effect on the date stated in the notice.
If you continue to use the Service after the effective date of the updated Terms, you accept the revised Terms. If you do not agree, you must stop using the Service and cancel before the next renewal or as otherwise permitted by contract.
Governing law and dispute resolution
Recommended default for an EU-facing B2B Tracea: use courts, not mandatory arbitration.
These Terms and any non-contractual disputes arising out of or in connection with them are governed by the laws of State of Wyoming, USA, without regard to conflict-of-law rules.
The courts of State of Wyoming, USA, shall have exclusive jurisdiction, unless mandatory law requires otherwise.
Optional arbitration alternative if Tracea wants it:
Any dispute arising out of or in connection with these Terms shall be finally resolved by arbitration in Sheridan, Wyoming, United States, in the English language, under the rules of the International Centre for Dispute Resolution (ICDR), by one arbitrator. Either party may seek interim or injunctive relief in any court of competent jurisdiction.
Notices
Formal notices under these Terms must be sent to:
Tracea: joan@tracea.com and 5830 E 2nd St, Ste 7000, Casper, 82609, Wyoming, USA
Customer: the billing or legal contact in the relevant order form or account
Email notices are deemed received when sent, unless the sender receives a delivery failure notice. Notices relating to renewal or cancellation must follow the method specified in the applicable order form or account workflow.