Terms of Service

1. Acceptance of Terms

By accessing or using the Trace platform, website, APIs, or any related services (collectively, the "Services"), you agree to be bound by these Terms of Service ("Terms"). If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

If you do not agree to these Terms, you may not access or use the Services.

2. Description of Services

Trace provides an AI-powered e-commerce analytics and management platform designed for marketplace sellers. Our Services include but are not limited to:

• AI-driven sales intelligence and predictive analytics
• Inventory management and demand forecasting
• Dynamic pricing optimization and recommendations
• Order management and fulfillment tools
• Marketplace listing optimization
• Performance reporting and business intelligence dashboards

3. Account Registration and Security

3.1 Account Creation

To use the Services, you must create an account and provide accurate, complete, and current information. You agree to update your information promptly if it changes.

3.2 Account Security

• You are responsible for maintaining the confidentiality of your account credentials
• You must immediately notify Trace of any unauthorized use of your account
• You are responsible for all activity that occurs under your account
• Trace is not liable for any loss resulting from unauthorized use of your account

3.3 Marketplace Credentials

When connecting marketplace accounts to Trace, you authorize us to access your seller account data through official marketplace APIs using the credentials or tokens you provide. You represent that you have the right to grant this access and that doing so does not violate any agreement with the marketplace platform.

4. Marketplace Integrations

4.1 Supported Platforms

Trace integrates with various e-commerce marketplaces and platforms. Availability and features may vary by platform. We reserve the right to add, modify, or discontinue support for any marketplace integration at any time.

4.2 Third-Party Terms

Your use of marketplace integrations is subject to the terms and conditions of those third-party platforms. You are responsible for complying with all applicable marketplace policies, including but not limited to seller agreements, acceptable use policies, and data protection requirements.

4.3 API Limitations

Marketplace API access is subject to rate limits and restrictions imposed by each platform. Trace is not responsible for service disruptions caused by marketplace API changes, outages, or policy modifications.

5. Acceptable Use

You agree not to use the Services to:

• Violate any applicable law, regulation, or marketplace policy
• Access or collect data from accounts you are not authorized to manage
• Interfere with or disrupt the integrity of the Services or marketplace platforms
• Attempt to gain unauthorized access to any systems, networks, or data
• Reverse engineer, decompile, or disassemble any portion of the Services
• Use the Services to engage in fraudulent, deceptive, or misleading practices
• Resell, sublicense, or redistribute the Services without prior written consent
• Use automated tools to scrape, mine, or extract data beyond authorized use
• Transmit malware, viruses, or any harmful code through the Services

6. Pricing, Payment, and Billing

6.1 Subscription Plans

The Services are offered under subscription plans as described on our pricing page. Plan features, limits, and pricing are subject to change with reasonable notice.

6.2 Payment Terms

• Subscription fees are billed in advance on a monthly basis
• Payment is due upon invoice and must be made via an accepted payment method
• All fees are quoted in U.S. Dollars unless otherwise specified
• Applicable taxes are not included and are your responsibility

6.3 Setup Fees

Certain plans may include a one-time setup fee as outlined on our pricing page. Setup fees are non-refundable once onboarding has begun.

6.4 Refunds and Cancellation

You may cancel your subscription at any time. Upon cancellation, your access will continue through the end of the current billing period. Refunds are not provided for partial billing periods. If you believe you are entitled to a refund due to a service issue, please contact our support team.

6.5 Late Payments

Unpaid invoices may result in suspension or termination of Services. Trace reserves the right to charge interest on overdue amounts at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

7. Intellectual Property

7.1 Trace Property

The Services, including all software, algorithms, AI models, machine learning systems, designs, text, graphics, and other content provided by Trace, are owned by or licensed to Trace and are protected by intellectual property laws. Nothing in these Terms grants you any right, title, or interest in the Services except for the limited right to use them as described herein.

7.2 Feedback

If you provide suggestions, ideas, or feedback about the Services, you grant Trace a non-exclusive, royalty-free, worldwide, perpetual license to use, modify, and incorporate that feedback into the Services without any obligation to you.

8. Data Ownership and Usage

8.1 Your Data

You retain all ownership rights to the data you submit to the Services ("Your Data"). By using the Services, you grant Trace a limited, non-exclusive license to process Your Data solely for the purpose of providing the Services to you.

8.2 Aggregated and Anonymized Data

Trace may create aggregated and anonymized data derived from your use of the Services that does not identify you or any individual. Trace may use such data for purposes including improving the Services, conducting research, and generating industry benchmarks.

8.3 Data Handling

Our collection, use, and protection of data is governed by our Privacy Policy, which is incorporated into these Terms by reference.

9. Disclaimers and Warranties

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

Trace does not warrant that:

• The Services will be uninterrupted, error-free, or completely secure
• AI-generated analytics, predictions, or recommendations will be accurate or reliable
• The Services will meet your specific requirements or expectations
• Any errors or defects in the Services will be corrected

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRACE AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, REVENUE, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES.

TRACE'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID TO TRACE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. Indemnification

You agree to indemnify, defend, and hold harmless Trace and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the Services
• Your violation of these Terms or any applicable law or regulation
• Your violation of any third-party rights, including marketplace policies
• Any data or content you submit through the Services

12. Termination

12.1 By You

You may terminate your account and stop using the Services at any time by contacting our support team or through your account settings.

12.2 By Trace

Trace may suspend or terminate your access to the Services immediately if:

• You breach any provision of these Terms
• You fail to pay applicable fees
• Your use of the Services poses a security risk or may harm other users
• Continued provision of Services becomes impractical or unlawful

12.3 Effect of Termination

Upon termination, your right to use the Services ceases immediately. Trace will retain your data for a reasonable period to allow you to export it, after which it will be securely deleted in accordance with our Privacy Policy. Sections of these Terms that by their nature should survive termination will remain in effect.

13. Changes to Terms

Trace reserves the right to modify these Terms at any time. We will provide notice of material changes through email or a prominent notice on our platform at least 30 days before the changes take effect. Your continued use of the Services after the effective date of any changes constitutes your acceptance of the revised Terms.

14. Governing Law and Disputes

14.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of New Jersey, United States, without regard to its conflict of law provisions.

14.2 Dispute Resolution

Any dispute arising out of or relating to these Terms or the Services shall first be resolved through good-faith negotiation. If the dispute cannot be resolved within 30 days, either party may pursue binding arbitration or litigation in the courts of the State of New Jersey.

14.3 Class Action Waiver

You agree to resolve disputes with Trace on an individual basis and waive any right to participate in a class action, collective action, or representative proceeding.

15. Contact Information

By using the Trace platform, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.