Plain-language summary: These Terms are a binding contract. By signing up or using Traxivo you agree to them. You own your data. We own our platform. You can cancel anytime. We can suspend accounts that violate these terms.
1. Acceptance of Terms
By accessing or using the Traxivo platform, APIs, applications, 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 organisation, you represent that you have the authority to bind that organisation to these Terms, and “you” refers to that organisation.
If you do not agree to these Terms, do not access or use the Services.
These Terms incorporate by reference our Privacy Policy and any Order Forms or Subscription Agreements you execute with Traxivo, Inc.
2. Definitions
| Term | Meaning |
|---|---|
| Traxivo | Traxivo, Inc., a Delaware corporation, and its affiliates. |
| Customer | The entity or individual that subscribes to or uses the Services. |
| User | An individual authorised by Customer to access the Services under Customer’s account. |
| Customer Data | All data, content, and information submitted to or processed through the Services by Customer or Users. |
| Services | The Traxivo platform, applications, APIs, and any associated software or documentation. |
| Subscription | A paid or trial access plan for the Services as described in the applicable Order Form or pricing page. |
| Aggregated Data | Anonymised, de-identified, and aggregated insights derived from Customer Data that cannot reasonably be used to identify Customer or any individual. |
3. The Services
Traxivo provides a multi-tenant software-as-a-service platform for business customers. The specific features, capabilities, and integrations available to you depend on your Subscription plan and any applicable Order Form.
3.1 Service Availability
Traxivo will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, excluding planned maintenance. Traxivo does not guarantee uninterrupted or error-free access to the Services. Planned maintenance windows will be communicated with reasonable advance notice via the platform or email.
3.2 Beta Features
Traxivo may offer certain features in a beta, preview, or early access state. Beta features are provided “as is” without any warranty and may be discontinued, modified, or removed at any time without notice.
3.3 Modifications to Services
Traxivo reserves the right to modify, update, or discontinue any aspect of the Services at any time. Where a material change would adversely affect Customer’s use, Traxivo will provide at least 30 days’ notice.
4. Accounts & Access
4.1 Account Registration
To use the Services, you must create an account and provide accurate, complete, and current information. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.
4.2 Authorised Users
Customer may grant access to Users up to the seat limit of its active Subscription. Customer is responsible for ensuring all Users comply with these Terms. Customer must promptly notify Traxivo of any unauthorised access or breach of account security.
4.3 Age Requirement
The Services are intended for business use. You must be at least 18 years old and have legal capacity to enter into this agreement. The Services are not directed at consumers or individuals acting in a personal capacity.
5. Subscriptions & Billing
5.1 Subscription Plans
Traxivo offers subscription plans as described on the pricing page or in an applicable Order Form. Plans are subject to the feature inclusions, workspace limits, and seat limits specified at the time of purchase.
5.2 Fees and Payment
Subscription fees are billed monthly or annually in advance. All fees are stated in US dollars. Customer authorises Traxivo to charge the payment method on file for all applicable fees. Fees are non-refundable except as expressly set out in these Terms.
5.3 Usage Overages
Certain usage-based charges may apply in addition to the base subscription fee, as described on the pricing page, in your Order Form, or in the platform. Applicable rates are disclosed before the charges are incurred.
5.4 Free Trials
Traxivo may offer a free trial period for certain plans. At the end of the trial, the account will automatically convert to a paid subscription unless cancelled before the trial ends. Trial features and limits may differ from the full plan.
5.5 Taxes
Fees are exclusive of applicable taxes. Customer is responsible for all taxes, levies, or duties imposed by taxing authorities in connection with the Services, excluding taxes on Traxivo’s net income.
5.6 Cancellation
Customer may cancel a Subscription at any time through the account settings or by contacting corporate@traxivo.io. Cancellation takes effect at the end of the current billing period. No partial refunds are issued for unused portions of a billing period.
5.7 Late Payment
If payment is not received within 10 days of the due date, Traxivo may suspend access to the Services. Reinstated accounts may be subject to a reconnection fee. Traxivo reserves the right to charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by law.
6. Acceptable Use
You agree not to use the Services to:
- Violate any applicable law, regulation, or third-party rights;
- Upload, transmit, or process data for which you do not have the legal right or authorisation;
- Attempt to gain unauthorised access to any part of the Services, other customer accounts, or Traxivo’s infrastructure;
- Reverse engineer, decompile, or disassemble any component of the Services;
- Use the Services to develop a competing product or service, or to benchmark Traxivo’s Services for the purpose of building a competing offering;
- Introduce malicious code, viruses, or any other harmful component into the Services;
- Interfere with or disrupt the integrity or performance of the Services or any third-party data contained therein;
- Scrape, crawl, or systematically extract data from the Services beyond what is permitted by the API documentation;
- Use the Services to send unsolicited communications or spam.
Traxivo reserves the right to investigate and take appropriate action for any violation of this section, including suspending or terminating access.
7. Customer Data
7.1 Ownership
As between Customer and Traxivo, Customer retains all right, title, and interest in and to Customer Data. Traxivo does not claim ownership of Customer Data.
7.2 Licence to Traxivo
Customer grants Traxivo a limited, non-exclusive, royalty-free licence to access, process, and use Customer Data solely for the purpose of providing, maintaining, and improving the Services and as otherwise set out in the Privacy Policy.
7.3 Aggregated Data
Traxivo may create and use Aggregated Data derived from Customer Data. Aggregated Data does not identify Customer or any individual and is not Customer Data. Traxivo retains all rights to Aggregated Data and may use it to operate, improve, and develop the Services.
7.4 Data Isolation
Customer Data is logically isolated from other customers’ data on a per-tenant basis. Traxivo implements reasonable technical and organisational measures to maintain this isolation.
7.5 Data Retention and Deletion
Upon termination or expiry of a Subscription, Traxivo will retain Customer Data for 30 days, during which Customer may export its data using available export tools. After this period, Customer Data will be deleted in accordance with Traxivo’s data retention schedules.
7.6 Data Accuracy
Customer is solely responsible for the accuracy, quality, integrity, and legality of Customer Data, and for obtaining all necessary permissions, consents, and authorisations for Traxivo to process Customer Data as described in these Terms.
8. Intellectual Property
8.1 Traxivo IP
Traxivo and its licensors retain all right, title, and interest in and to the Services, including all underlying software, algorithms, methodologies, user interfaces, documentation, and all associated intellectual property rights. No rights are granted to Customer except as expressly set out in these Terms.
8.2 Feedback
If Customer or any User provides Traxivo with feedback, suggestions, or ideas regarding the Services, Customer grants Traxivo an irrevocable, royalty-free, perpetual licence to use and incorporate such feedback into the Services without any obligation or compensation to Customer.
8.3 Restrictions
Customer may not copy, modify, distribute, sell, or lease any part of the Services, nor may Customer reverse engineer or attempt to extract the source code of the Services, except to the extent permitted by applicable law.
9. Confidentiality
Each party agrees to hold the other’s Confidential Information in confidence using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. “Confidential Information” means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential.
Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this obligation; (b) was known to the receiving party without restriction before disclosure; (c) is independently developed without use of the disclosing party’s information; or (d) is required to be disclosed by law or court order, provided the receiving party gives prompt written notice to the disclosing party where permitted.
10. Warranties & Disclaimers
10.1 Traxivo Warranty
Traxivo warrants that the Services will perform materially in accordance with the applicable documentation during the Subscription term. Customer’s sole remedy for a breach of this warranty is for Traxivo to use commercially reasonable efforts to correct the non-conformance, or if Traxivo is unable to do so, to provide a pro-rata refund of prepaid fees for the affected period.
10.2 Disclaimer
EXCEPT AS EXPRESSLY SET OUT ABOVE, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. TRAXIVO EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TRAXIVO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS.
Any automated or AI-generated content or recommendations produced by the Services are provided for informational purposes only. Traxivo makes no guarantee as to the accuracy, completeness, or fitness for a particular purpose of any such output. Customer is responsible for reviewing and verifying any output before acting on it.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TRAXIVO, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, EVEN IF TRAXIVO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TRAXIVO’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY CUSTOMER TO TRAXIVO IN THE TWELVE MONTHS PRECEDING THE CLAIM, OR (B) US$100.
These limitations apply regardless of the form of action, whether based in contract, tort, negligence, strict liability, or otherwise.
12. Indemnification
Customer will indemnify, defend, and hold harmless Traxivo and its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Customer Data or Customer’s use of the Services in violation of these Terms; (b) Customer’s violation of any applicable law or third-party rights; or (c) any dispute between Customer and a third party arising from Customer’s use of the Services.
13. Termination
13.1 Termination for Convenience
Either party may terminate these Terms for any reason by providing written notice. Customer may cancel its Subscription as described in Section 5.6. Traxivo may terminate a Subscription upon 30 days’ written notice.
13.2 Termination for Cause
Either party may terminate these Terms immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within 30 days of notice; or (b) becomes subject to insolvency proceedings, makes an assignment for the benefit of creditors, or ceases operations.
13.3 Effect of Termination
Upon termination: all Subscriptions and licences granted under these Terms will immediately terminate; Customer will lose access to the Services; Traxivo will retain and then delete Customer Data as described in Section 7.5; and all outstanding fees will become immediately due and payable. Sections 7.3, 8, 9, 10.2, 11, 12, 14, and this Section 13.3 will survive termination.
14. Governing Law & Disputes
These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles. Any dispute arising out of or in connection with these Terms or the Services will be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules, except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction.
The arbitration will be conducted in English, in Wilmington, Delaware, unless the parties agree otherwise in writing. The arbitrator’s decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction.
YOU AGREE THAT ANY CLAIMS WILL BE RESOLVED ON AN INDIVIDUAL BASIS AND NOT AS PART OF A CLASS ACTION OR REPRESENTATIVE PROCEEDING.
15. Changes to These Terms
Traxivo reserves the right to modify these Terms at any time. When we make material changes, we will notify you via email to the address on your account and by posting a notice in the platform at least 30 days before the changes take effect. Your continued use of the Services after the effective date of the updated Terms constitutes acceptance of those changes.
If you do not agree to the updated Terms, you must stop using the Services and cancel your Subscription before the changes take effect.
16. Contact
For legal inquiries, notices under these Terms, or questions about your rights and obligations:
Traxivo, Inc.
Legal
Email: corporate@traxivo.io