User Agreement – as of September 8, 2020
Welcome to the Traceless LLC (“Traceless”) User Agreement. Traceless is a New York limited liability company.
Accessing the Service
The Service is made available to you only for your private use, or if you are signing up on behalf of your company, for the use of your company. You must be a registered user to access the Service. You and your company are solely responsible for any activity that occurs under your user name.
In using the Service, you agree to comply with all data privacy and other laws. You shall defend and indemnify us for any claim, costs or damages that may arise from your breach of your obligations set forth in this Agreement.
Personal Information Collected
The Software that runs the Service (the “Traceless SaaS”), may collect certain non-personally identifiable information on your computer, including, but not limited to, statistics relating to customer usage, performance metrics, and configuration settings. This information collected will be sent to Traceless and may be used by Traceless to improve our Service.
Modification of Service/Agreement
There are times when Traceless may modify, suspend or discontinue providing the Service. Unless prohibited by judicial or other similar order, Traceless will notify you of any modification, suspension, or discontinuance of the Service, by sending an email to the email address you provide with your registration and by a posting on the https://www.traceless.io website. Traceless may modify this Agreement and the amendments will be effective upon acceptance of registration for new users and will be effective for you 30 days after we send notification and post any amended terms on the https://www.traceless.io website. If you do not agree to the changes, you will have to terminate your account at that time
Rights to Software and Service
The Traceless SaaS is owned exclusively by Traceless or is licensed to Traceless by our third party partners. You may not sell or distribute the Traceless SaaS or Service to anyone else. Each User License Unit that you have subscribed for grants you a non-exclusive, non-transferable, non-sublicensable license to execute one (1) copy of the Traceless software (in executable code form only), only for the purpose of accessing and using the Service. Except for the limited license granted in this Agreement, all rights in and to the software and Service are expressly reserved, and no implied licenses are granted by Traceless.
The software offered as part of the Service and its structure, organization, source code, and documentation contains valuable trade secrets of Traceless and its licensors, and, accordingly, you agree not to (and agree not to allow third parties to): (1) sublicense, lease, rent, loan, transfer or distribute the software and/or Service, or any derivative thereof, to any third party; (2) modify, adapt, translate, or prepare derivative works from the software or Service; (3) decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the software or Service; (4) extract portions of the software's files for use in other applications; or (5) remove, obscure or alter Traceless's, or any third party's, trademarks, copyright or other proprietary rights notices affixed to, contained within or accessed in conjunction with, or through, the software or Service.
Termination of Agreement
You may terminate your Service at any time by extracting and permanently deleting the Traceless software from all your computers and closing your account; provided, however, there shall be no refunds.
Your rights to use the Service shall terminate upon your breach of the terms and conditions of this Agreement if such breach is not cured within 30 days of notice of the breach. Traceless may refuse, or discontinue participation of, any user at any time at its sole discretion.
When the Service is terminated, you will no longer have access to your data; however, if the termination of service is for any reason other than due to your breach, we shall endeavor to make your data available for you to download for a period of three (3) days. Thereafter, Traceless has no obligation to provide you with a copy of your data and may remove and discard any data.
Limitation of Liability
EXCEPT AS OTHERWISE STATED HEREIN, THE SERVICES ARE PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. TRACELESS EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS AND ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SERVICE.
YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD, AND/OR USE THE SOFTWARE AND SERVICE (AND ALL THIRD-PARTY SOFTWARE OR SERVICES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SOFTWARE OR SERVICE) AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE SOFTWARE OR SERVICE AND SUCH THIRD PARTY SOFTWARE AND SERVICES.
UNDER NO CIRCUMSTANCES SHALL TRACELESS, OR ITS SUPPLIERS, RESELLERS, PARTNERS OR THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THE SOFTWARE OR SERVICE, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE (EVEN IF TRACELESS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
WITHOUT LIMITING THE FOREGOING, THE TOTAL AGGREGATE LIABILITY OF TRACELESS, AND ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES, ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT, IF ANY, PAID BY YOU TO TRACELESS FOR THE SERVICES. IF THE SERVICES ARE PROVIDED WITHOUT CHARGE, THEN TRACELESS AND ITS SUPPLIERS SHALL HAVE NO LIABILITY TO YOU WHATSOEVER.
THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF, AND RELIANCE ON, THE SERVICE, FROM INABILITY TO USE THE SERVICE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY, NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, TO THE FULLEST EXTENT PERMITTED BY LAW.
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, OR DIRECT DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
You will unconditionally indemnify and defend Traceless, its affiliates, and their officers, directors, employees, contractors and agents (each an Indemnified Party) against any claims, liabilities and expenses (including court costs and reasonable attorney fees) that an Indemnified Party incurs as a result of or in connection with:
(a) any third-party claims arising from:
(i) your use of the software in a manner not expressly permitted by this Agreement; (ii) Traceless’ compliance with any technology, designs, instructions or requirements provided by you or a third party on your behalf; or (iii) any violation by You of applicable laws.
Traceless will indemnify you and defend you against a third-party claim asserted against you in a suit or action if the claim is for patent infringement, for copyright infringement, or for Traceless’ trade secret misappropriation.
Notwithstanding anything to the contrary in this Agreement, Traceless will not indemnify or defend You for claims asserted, in whole or in part, against:
(i) technology designs or requirements that You gave to Traceless; or (ii) modifications or programming to Software that were made by anyone other than Traceless.
Traceless may, at its sole option, (a) modify such software to make it non-infringing, or replace the software with non-infringing alternative(s) of equal or greater functionality; (b) procure from the relevant third party the right for you to continue to use the software under the terms of this Agreement; or (c) immediately terminate this Agreement upon written notice to you, in which case you shall (and shall cause your representatives) to promptly cease all use of the software.
You may not assign or transfer any of your rights or obligations under this Agreement to a third party without the prior written consent of Traceless. Prior written consent is not required where all or substantially all of your assets are acquired. Traceless may freely assign this Agreement with notice to you. Any attempted assignment or transfer in violation of the foregoing will be void from the beginning.
This Agreement, and the rights and obligations of the parties hereunder, are to be governed by, construed and interpreted in accordance with the laws of the State of New York applicable to contracts made and to be performed wholly within New York, without regard to choice or conflict of laws rules. All disputes shall be adjudicated solely in the courts located in New York County, New York and you agree to the personal and exclusive jurisdiction and venue of these courts. Any judgment shall be given full faith and credit in any other jurisdiction in the world.
The failure of Traceless to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision. If, for any reason, a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, the remainder of this Agreement will continue in full force and effect.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of this Agreement will be effective only if in writing and signed by Traceless.
Users with questions about this Agreement may contact Traceless.
Snail Mail: Traceless 227 S. Plank Rd PMB 1706, Newburgh, NY 12550