Terms of Service

You must register with Tracecat and create an account to use the Services (an "Account") and as part of that process you will be requested to provide certain information, including without limitation your name, full address, phone number and email address.

By using the Services, you agree to provide true, accurate, current and complete information as prompted by the registration process and to maintain and promptly update the Account information to keep it accurate, current and complete.

You are the sole authorized user of your Account. You are responsible for maintaining the confidentiality of any log-in, password, and Account number provided by you or given to you by Tracecat for accessing the Services.

You are solely and fully responsible for all activities that occur under your password or Account, even if not authorized by you. Tracecat has no control over the use of any user's Account and expressly disclaims any liability derived therefrom.

Should you suspect that any unauthorized party may be using your password or Account or you suspect any other breach of security, you agree to contact Tracecat immediately.

The person signing up for the Services will be the contracting party ("Account Owner") for the purposes of these Terms of Service. Your Account is not transferable to any other person or account. You must immediately notify us of any unauthorized use of your password or identification or any other breach or threatened breach of our security.

"User Generated Content" is defined as any content, information, and materials that may be textual, audio, or visual that you provide, submit, upload, publish, or make otherwise available to the Services and our users.

You are solely responsible for User Generated Content, and we act merely as a passive conduit for your online distribution and publication of your User Generated Content.

You acknowledge and agree that Tracecat:

• Is not involved in the creation or development of User Generated Content
• Disclaims any responsibility for User Generated Content
• Cannot be liable for claims arising out of or relating to User Generated Content
• Is not obligated to monitor, review, or remove User Generated Content, but reserves the right to limit or remove User Generated Content at its sole discretion

You represent and warrant that your User Generated Content:

• Will not be false, inaccurate, incomplete or misleading
• Will not infringe on any third party's intellectual property rights or rights of publicity, personality or privacy
• Will not violate any law, statute, ordinance, or regulation
• Will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing
• Will not be obscene or contain pornography or be harmful to minors
• Will not contain any viruses, Trojan Horses, worms, or other malicious code
• Will not represent you being employed by or affiliated with Tracecat
• Will not create liability for Tracecat

By making available any User Generated Content through the Services, you hereby grant to Tracecat a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, access, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such User Generated Content on, through or by means of the Services.

You represent and warrant that:

• You are 18 years of age or older or are at least of the legally required age in your jurisdiction
• You are capable of entering into binding contracts
• You have the right, authority and capacity to enter into this Agreement and abide by its terms
• Where you enter into this Agreement on behalf of a company or other organization, you have authority to act on behalf of that entity and bind it to this Agreement

You further represent and warrant that:

• You have read, understand, and agree to be bound by these Terms of Service and the Privacy Policy
• You will act professionally and responsibly in your interactions with other users
• You will act in accordance with any applicable local, state, or federal law or custom and in good faith

You agree not to engage in prohibited activities including:

• Copying, distributing, or disclosing any part of the Services in any medium other than as allowed
• Using any automated system to access the Services
• Transmitting spam, chain letters, or attempting to phish or scrape
• Attempting to interfere with or compromise system integrity or security
• Violating any international, federal, provincial or state regulations
• Uploading invalid data, viruses, worms, or other software agents
• Infringing upon intellectual property rights
• Impersonating another person or conducting fraud
• Harassing, insulting, harming, or threatening other users or staff
• Attempting to decipher, decompile, or reverse engineer any software
• Bypassing security features or measures
• Attempting to access unauthorized Accounts or collect personal information

Unless otherwise agreed to in writing between you and Tracecat, either party may terminate these Terms of Service for any or no cause, at any time.

You may cancel and delete your Account at any time by either using the features on the Services to do so (if applicable and available) or by written notice to privacy@tracecat.com.

After cancellation, you will no longer have access to your Account, your profile or any other information through the Services. The provisions of these Terms of Service which by their intent or meaning intended to survive such termination shall continue to apply indefinitely.

We reserve the right to refuse the Services to anyone for any reason at any time. Tracecat may terminate or limit your right to use the Services in the event that we are investigating or believe that you have breached any provision of this Agreement.

If Tracecat terminates or limits your right to use the Services, you are prohibited from registering and creating a new Account under your name, a fake or borrowed name, or the name of any third party.

Tracecat reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Services at its sole discretion. Tracecat is not liable to you for any modification or discontinuance.

Following termination or cancellation of your Account, we reserve the right to delete all your data, including any User Generated Content, in the normal course of operation. Your data cannot be recovered once your Account is terminated or cancelled.

The Services may contain links (such as hyperlinks) to third-party websites. Such links do not constitute endorsement by Tracecat or association with those websites, their content or their operators.

Such links are provided as an information service, for reference and convenience only. Tracecat does not control any such websites, and is not responsible for their availability, accuracy, content, advertising, products, or services.

It is your responsibility to evaluate the content and usefulness of the information obtained from other websites. You acknowledge and agree that Tracecat is not involved in the creation or development of third-party websites and disclaims any responsibility for them.

The use of any website controlled, owned or operated by third parties is governed by the terms and conditions of use and privacy policies for those websites. You access such third-party websites at your own risk.

As part of the functionality of the Services, you may link your Account with online accounts you may have with third-party service providers (each such account, a "Third-Party Account"). You represent that you are entitled to disclose your Third-Party Account login information to Tracecat and/or grant Tracecat access to your Third-Party Account without breach of any terms.

PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY PROVIDERS.

All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, trademarks, logos, typefaces and other content (collectively "Proprietary Material") that users see or read through the Services is owned by Tracecat, excluding User Generated Content.

Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. Tracecat owns all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials as a Collective Work under the United States Copyright Act.

You may not copy, download, use, redesign, reconfigure, or retransmit anything from the Services without Tracecat's express prior written consent.

The service marks and trademarks of Tracecat, including without limitation Tracecat and Tracecat logos, are service marks owned by Tracecat. Any other trademarks, service marks, logos and/or trade names appearing via the Services are the property of their respective owners.

You may choose to or we may invite you to submit comments, ideas, or feedback about the Services ("Feedback"). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited, and without restriction and will not place Tracecat under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you.

You acknowledge that all email and other correspondence that you submit to us shall become our sole and exclusive property.

You acknowledge that Confidential Information is a valuable, special and unique asset of Tracecat and agree that you will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than using the Services in accordance with these Terms of Service.

If relevant, you may disclose the Confidential Information to your authorized employees and agents provided that they are also bound to maintain the confidentiality of Confidential Information.

You shall promptly notify Tracecat in writing of any circumstances that may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use.

The term "Confidential Information" shall mean any and all of Tracecat's trade secrets, confidential and proprietary information, and all other information and data of Tracecat that is not generally known to the public or other third parties who could derive value from its use or disclosure.

Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, strategic and other proprietary information relating to Tracecat or Tracecat's business, operations or properties.

You shall return all originals and any copies of any and all materials containing Confidential Information to Tracecat upon termination of this Agreement for any reason whatsoever.

THE SERVICES IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

TRACECAT MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE SERVICES OR THE CONTENT OF ANY SITES LINKED TO THE SERVICES AND ASSUMES NO LIABILITY OR RESPONSIBILITY IN CONTRACT, WARRANTY OR IN TORT FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (III) ANY ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; AND (IV) EVENTS BEYOND OUR REASONABLE CONTROL.

UNDER NO CIRCUMSTANCES WILL TRACECAT AND AFFILIATES OR THEIR CORPORATE PARTNERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN THEIR ENTIRETY.

IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT TRACECAT IS LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY EXCEED THE LOWER OF (I) THE TOTAL FEES PAID BY YOU TO TRACECAT DURING THE SIX MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE OR (II) ONE HUNDRED DOLLARS ($100).

PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND TRACECAT CAN BRING CLAIMS AGAINST EACH OTHER.

You agree that, in the event any dispute or claim arises out of or relating to your use of the Services, you will contact us at privacy@tracecat.com and you and Tracecat will attempt in good faith to negotiate a written resolution of the matter directly.

You agree that if the matter remains unresolved for 30 days after notification (via certified mail or personal delivery), such matter will be deemed a "Dispute."

Binding Arbitration

You and Tracecat agree that any dispute, claim or controversy arising out of or relating to this Agreement or to your use of the Services (collectively "Disputes") will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement of intellectual property rights.

This means that you and Tracecat both agree to waive the right to a trial by jury. You may bring a claim against Tracecat in "small claims" court, instead of by arbitration, but only if the claim is eligible and brought on an individual, non-class basis.

Class Action Waiver

You and Tracecat agree that any proceedings to resolve Disputes will be conducted on an individual basis and not in a class, consolidated, or representative action. This means that you and Tracecat both agree to waive the right to participate as a plaintiff as a class member in any class action proceeding.

Arbitration Administration and Rules

The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes then in effect, except as modified by this section.

Arbitration Location and Procedure

Unless you and Tracecat agree otherwise, the seat of the arbitration shall be in San Francisco, California. If your claim does not exceed USD$10,000, then the arbitration will be conducted solely on the basis of documents, unless you request a hearing.

Arbitrator's Decision and Governing Law

The arbitrator shall apply California law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized by law. Judgment on the arbitration may be entered in any court having jurisdiction thereof.

Failure by Tracecat to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right.

This Agreement constitutes the complete and exclusive agreement between you and Tracecat with respect to its subject matter, and supersedes and governs any and all prior agreements or communications.

The provisions of this Agreement are intended to be interpreted in a manner which makes them valid, legal, and enforceable. Except for the "Class Action Waiver" in Section 11, in the event any provision is found to be partially or wholly invalid, illegal or unenforceable, such provision shall be modified or restructured to the extent necessary to render it valid, legal, and enforceable.

This Agreement may not be assigned or transferred by you without our prior written approval. We may assign or transfer this Agreement without your consent, including but not limited to assignments: (1) to a parent or subsidiary, (2) to an acquirer of assets, or (3) to any other successor or acquirer.

Any assignment in violation of this section shall be null and void. This Agreement will inure to the benefit of Tracecat, its successors and assigns.

Tracecat reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement, suspend, discontinue, or delete any of the terms and conditions of this Agreement (including these Terms of Service and Privacy Policy) and review, improve, modify or discontinue, temporarily or permanently, the Services or any content or information through the Services at any time, effective with or without prior notice and without any liability to Tracecat.

Tracecat will endeavor to notify you of material changes by email, but will not be liable for any failure to do so. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must terminate, and immediately stop using, the Services.

Your continued use of the Services following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes.

You consent to receive any agreements, notices, disclosures and other communications (collectively, "Notices") to which this Agreement refers electronically including without limitation by e-mail or by posting Notices on this Site.

You agree that all Notices that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by a recognized overnight delivery service.