Tracive User Agreement

SCOPE

Whether you are using Tracive.com as an individual or on behalf of a company, organization, government, or other legal entity, by logging in to your password-protected account and accessing or using our services (defined below), you are agreeing to enter into a legally binding contract with Tracive.com which may be collectively referred to herein as "we" and "us."
You must be a registered user to use Tracive.com
This Agreement applies to Tracive.com and Tracive-branded apps, sites, communications and any services that state that they are offered under this Agreement ("Services").
You agree that we may assign, without your consent, this Agreement to a party that acquires us. In the event of such acquisition, the terms specified in this agreement shall remain valid and applicable.
If you do not agree to this Agreement, do not log in and do not access or otherwise use any of our Services. If you wish to terminate this Agreement, at any time you can do so by closing your account and no longer accessing or using our services.

YOUR ACCOUNT ON TRACIVE.COM

Your account solely belongs to you and the party who paid for our Services on your behalf (e.g. your employer).
As an account holder on Tracive.com, you agree to use a strong account password and keep it confidential.
We reserve the right to restrict, suspend, or terminate your account if you breach this Agreement or the law or are misusing the Services.

YOUR DATA AND LICENSE TO USE TRACIVE.COM

YOUR RIGHTS TO DATA: Any data and content you save in the Tracive.com database is solely owned by you (or your employer, if any). Such data and content include all Personally Identifiable Information (PII) and other non-public information. Data include, but are not limited to, metadata, and user content.
OUR RIGHTS TO DATA:Tracive.com agrees that all data rights, including all intellectual property rights of the data, shall remain the exclusive property of your employer, and Tracive has a limited, nonexclusive license solely for the purpose of performing our obligations as outlined in this Agreement. This Agreement does not give Tracive any rights, implied or otherwise, to your data or content except as expressly stated in this Agreement. This includes the right to sell or trade the data.
MARKETING & ADVERTISING: Tracive.com will not use any of your data to advertise or market to the subjects of your data. Such data may not be used for any purpose other than the specific purpose(s) outlined in this Agreement.
DATA USAGE & TRANSFERS: Tracive.com will not use your data for any of our product development, research, or other purposes. Furthermore, we agree not to transfer your data and content to, or share it with, any party without your written consent, except as required by law.
DATA MINING: Tracive.com is prohibited from mining your data for any purposes other than those agreed to by the parties to this Agreement. Data mining or scanning of user content for the purpose of advertising or marketing to the subjects of your data is prohibited.
DATA DESTRUCTION: Tracive.com will ensure that all data in our possession are destroyed or transferred to your employer under the direction of such an employer when the data are no longer needed for their specified purpose, at the request of your employer.
DATA STORAGE: Tracive.com will store and process your data in accordance with industry best practices. This includes appropriate administrative, physical, and technical safeguards to secure your data from unauthorized access, disclosure, and use.
You are responsible for your use of the Services and for any content you save in the Tracive database, including compliance with applicable laws, rules, and regulations.
As for feedback and suggestions to us regarding our Services, when submitting them you agree that we can use and/or share such feedback for any purpose without compensation to you.
You grant to us the following non-exclusive license:

A worldwide, transferable and sublicensable right to process information and content that you provide through our Services for the purpose of managing Tracive's security and backing up our databases and fulfilling our stated mission.
You can end this license by deleting such content from the Services, or generally by closing your account.

AVAILABILITY OF SERVICES

We may temporarily block access to our Services at any time, to perform software and hardware maintenance.
We may modify prices of any parts of our Services effective prospectively at any time.

OUR INTELLECTUAL PROPERTY RIGHTS

We exclusively reserve all intellectual property rights in the software of the Services.
Trademarks and logos used in connection with the Services are the trademarks of their respective owners.
Tracive logo and graphics are trademarks or registered trademarks of Tracive.com.

CHANGES TO THIS AGREEMENT

We will not change how your data is used under the terms of this Agreement in any way without advance notice to and consent from you and your employer.
If you object to any changes, you may close your account on Tracive.com. Your continued use of our Services after we change the terms of this Agreement means that you are consenting to the updated terms as of their effective date.

DISCLAIMERS AND LIMIT OF LIABILITY

We make no representation or warranty about the Services, including any representation that the Services will be uninterrupted or error-free, and provide the Services (including content and information) on an "as is" and "as available" basis.
To the fullest extent permitted under applicable law, we disclaim any implied or statutory warranty, including any implied warranty of title, accuracy of data, non-infringement, merchantability or fitness for a particular purpose.
To the fullest extent permitted by law (and unless Tracive.com has entered into a separate written agreement that overrides this Agreement), we will not be liable in connection with this Agreement for lost profits or lost business opportunities, reputation (e.g. offensive or defamatory statements), loss of data (e.g. down time or loss, use of, or changes to, your information or content) or any indirect, incidental, consequential, special or punitive damages.
We will not be liable to you in connection with this Agreement for any amount that exceeds the total fees paid or payable by you to us for the Services during the term of this Agreement, if any.

TERMINATION

Both you and us may terminate this Agreement at any time with notice to the other.
If you terminate your account for no reason caused by us, Tracive.com will not reimburse you the licensing fees paid by you to us for the remaining term of this Agreement.
On termination, you lose the right to access or use the Services. The following shall survive termination:

Our rights to use and disclose your suggestions and feedback to us.
All clauses in this Agreement related to governing laws and dispute resolution.

OTHER TERMS

You agree:

Not to override any security feature or bypass or circumvent any access controls or use limits of the Services.
Not to disclose information that you do not have the consent to disclose (such as confidential information of your employer).
Not to violate the intellectual property or other rights of Tracive.com, including, without limitation, (1) copying or distributing our learning videos or other materials; (2) copying or distributing our software and technology, unless it is released under open source licenses.
Not to post anything that contains software viruses, worms, or any other harmful code.
Not to reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Services or any related technology that is not open source.
Not to imply or state that you are affiliated with or endorsed by Tracive.com without our express consent.
Not to rent, lease, loan, trade, sell/re-sell or otherwise monetize the Services or related data or access to the same, without our consent.
Not to use bots or other automated methods to access the Services.
Not to monitor the Services’ availability, performance or functionality for any competitive purpose.
Not to engage in "framing," "mirroring," or otherwise simulating the appearance or function of the Services.
Not to interfere with the operation of, or place an unreasonable load on, the Services (e.g. spam, denial of service attack, viruses, gaming algorithms).

GENERAL

The laws of the State of Massachusetts will govern this Agreement and any dispute that arises between you and us.
All disputes related to the Services will be brought solely in the federal or state courts located in Boston, Massachusetts, United States, and you consent to personal jurisdiction and waive any objection as to inconvenient forum.
In the event that any provision of this Agreement is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of this Agreement will remain in full force and effect. Our failure to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision.