Terms of Use

Agreement between Traack AI Inc. and User

Effective as of your service signup date

Agreement Structure

Sections 1-8

1. Term
2. Use of the Service
3. Service
4. Data protection
5. Traack AI's obligations
6. User's obligations
7. Charges and payment
8. Proprietary rights

Sections 9-17

9. Confidentiality
10. Indemnity
11. Limitation of liability
12. Termination
13. Force majeure
14. Conflict
15. Variation
16. Waiver
17. Rights and remedies

Sections 18-26

18. Severance
19. Entire agreement
20. Assignment
21. No partnership or agency
22. Third party rights
23. Notices
24. Governing law
25. Jurisdiction
26. Interpretation

1. Term

This agreement shall commence when the User signs up for the Service and continue until the User terminates their account, or until the account is otherwise terminated in accordance with clause 12, collectively the term of the agreement (Term).

2. Use of the Service

2.1 License Grant

Subject to the User signing up to the Service, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, Traack AI hereby grants to the User a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the User to use the Service and the Documentation during the Term.

2.2 Prohibited Content

The User shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Service that:

(1) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(2) facilitates illegal activity;
(3) depicts sexually explicit images;
(4) promotes unlawful violence;
(5) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(6) is otherwise illegal or causes damage or injury to any person or property;

and Traack AI reserves the right, without liability or prejudice to its other rights to the User, to disable the User's access to any material that breaches the provisions of this clause.

2.3 User Restrictions

The User shall not:

(1) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:

1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means;
2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;

(2) access all or any part of the Service and Documentation in order to build a product or service which competes with the Service and/or the Documentation;
(3) use the Service and/or Documentation to provide the Service to third parties;
(4) subject to clause 20.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service and/or Documentation available to any third party;
(5) attempt to obtain, or assist third parties in obtaining, access to the Service and/or Documentation, other than as provided under this clause 2;
(6) introduce or permit the introduction of, any Virus or Vulnerability into Traack AI's network and information systems.

2.4 Security Obligations

The User shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Traack AI.

3. Service

3.1 Service Provision

Traack AI shall, during the Term, provide the Service and make available the Documentation to the User on and subject to the terms of this agreement.

3.2 Service Availability

Traack AI shall use commercially reasonable endeavours to make the Service available 24 hours a day, seven days a week, except for planned maintenance carried out during Normal Business Hours and unscheduled maintenance carried out outside of Normal Business Hours.

3.3 Support Services

Traack AI will, as part of the Service, provide the User with Traack AI's standard User support Service during Normal Business Hours in accordance with Traack AI's Support Service Policy in effect at the time that the Service is provided. Traack AI may amend the Support Service Policy in its sole and absolute discretion from time to time.

4. Data Protection

4.1 Compliance

Both parties must comply with the Data Protection Laws in connection with this agreement and the Data Protection Agreement at Schedule 1.

4.2 Usage Data Consent

The User consents to Traack AI storing and accessing information in the terminal equipment used by the User to access the Service for the purpose of gathering information relating to the provision, use and performance of the Service (Usage Data).

4.3 Usage Data Processing

During and after the agreement, Traack AI may:

(1) use Usage Data to improve the Service and for development, diagnostic and correction purposes connected with the Service and Traack AI's other offerings similar to the Service;
(2) use Usage Data in connection with its business of providing the Service and Services similar to the Service, including to train machine learning algorithms (on an aggregated and anonymised basis) and for its other data processes; and
(3) disclose Usage Data to others, in each case solely in aggregated, anonymised form and to the extent reasonably necessary for proper performance of Traack AI's business of providing the Service and Services similar to the Service.

5. Traack AI's Obligations

5.1 Service Performance

Traack AI undertakes that the Service will be performed substantially in accordance with the Documentation and with reasonable skill and care.

5.2 Disclaimers

Traack AI:

(1) does not warrant that:

• the User's use of the Service will be uninterrupted or error-free;
• that the Service, Documentation and/or the information obtained by the User through the Service will meet the User's requirements; or
• the Software or the Service will be free from Vulnerabilities or Viruses;

(2) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the User acknowledges that the Service and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

5.3 Licensing

Traack AI has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.

5.4 Data Backup

Traack AI shall follow its archiving procedures for User Data as set out in its Back-Up Policy available at app.traack.ai or such other website address as may be notified to the User from time to time, as such document may be amended by Traack AI in its sole discretion from time to time. In the event of any loss or damage to User Data, the User's sole and exclusive remedy against Traack AI shall be for Traack AI to use reasonable commercial endeavours to restore the lost or damaged User Data from the latest back-up of such User Data maintained by Traack AI in accordance with the archiving procedure described in its Back-Up Policy. Traack AI shall not be responsible for any loss, destruction, alteration or disclosure of User Data caused by any third party (except those third parties sub-contracted by Traack AI to perform Service related to User Data maintenance and back-up for which it shall remain fully liable).

6. User's Obligations

6.1 General Obligations

The User:

(1) shall provide Traack AI with:
- • all necessary co-operation in relation to this agreement; and
- • all necessary access to such information as may be required by Traack AI;
in order to provide the Service, including but not limited to User Data, security access information and configuration of the Service;
(2) hereby consents to Traack AI providing such User Data and User Content as may be (i) recorded or transmitted using the Service, (ii) gathered from User's communications with Traack AI, or (iii) otherwise collected or processed by Traack AI during the provision of the Service under the Agreement, with the Language Model Provider or otherwise, in order to perform the Service, only as necessary to provide the Service and subject to termination by the sending of an e-mail notice;
(3) without affecting its other obligations under this agreement, complies with all applicable laws and regulations with respect to its activities under this agreement;
(4) agrees to carry out all other User responsibilities set out in this agreement in a timely and efficient manner;
(6) uses the Service and the Documentation in accordance with the terms and conditions of this agreement;
(7) has obtained and shall maintain all necessary licences, consents, and permissions necessary for Traack AI, its contractors and agents (including the Language Model Provider) to perform their obligations under this agreement, including without limitation the Service;
(8) has ensured and shall continue to ensure that its network and systems comply with the relevant specifications provided by Traack AI from time to time;
(9) has obtained the required consent of every meeting participant to record each call before the call begins and obtain any other legally required consents related thereto;
(10) shall not use the recording Service if any meeting participant does not consent to be recorded;
(11) is and shall be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Traack AI's systems, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the User's network connections or telecommunications links or caused by the internet; and
(12) is solely responsible for compliance with all recording laws, and User acknowledges and agrees that (i) it is solely responsible for providing any notices to, and obtaining consent from, participants in connection with any recordings are required under applicable law, and (ii) the laws regarding notice and notifications requirements of recorded conversations vary by location.

6.2 Data Ownership

The User shall own all right, title and interest in and to all of the User Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such User Data.

6.3 Feedback Assignment

Subject to clause 6.2, the User acknowledges that Traack AI (and its licensors, where applicable) own all right title and interest in and to any suggestions, ideas, feedback, recommendations or other information provided by User and its personnel in connection with the Service and User hereby assigns any intellectual property rights in such items to Traack AI.

6.4 Language Model Providers

Traack AI uses Large Language Models (LLMs) through Language Model Provider to enable AI features in the Service. While Traack AI may share User Data or User Content with Language Model Provider, it is only to provide you with the Service and for no other purpose. No User Data or User Content is used to train Language Model Provider's LLMs or that of any other third party provider.

6.5-6.9 License to use User's company logo

6.6 Permission to Use Logo

The User hereby grants Traack AI a non-exclusive, royalty-free, worldwide license to use the User's company logo, trademark, or service mark ("Client Logo") on Traack AI's website and marketing materials. This use is solely for the purpose of identifying the User as a client of Traack AI.

6.7 Duration and Termination

This permission shall be effective from the commencement of the User’s subscription and shall continue until the subscription is terminated or upon written notice from the User requesting the cessation of such use, whichever comes first. Upon termination, Traack AI will promptly remove the Client Logo from its website and any marketing materials.

6.8 Representation and Warranty

The User represents and warrants that it has all necessary rights to grant this permission and that the use of the Client Logo as permitted herein will not infringe upon the rights of any third party.

6.9 Usage Standards

Traack AI agrees to use the Client Logo in a manner that is consistent with any branding guidelines provided by the User and will not alter the Client Logo in any way without the User’s prior written consent.

7. Charges and Payment

7.1 Subscription Fees

The User shall pay any Subscription Fees to Traack AI for the User Packages as set out on the Subscription Page and in accordance with this clause 7.

7.2 Payment Details

The User shall at the point of subscribing to a User Package, provide to Traack AI valid, up-to-date and complete credit card details and any other relevant contact and billing details. The User hereby authorises Traack AI to bill such credit card for the Subscription Fees payable in respect of the User Packages.

7.3 Fee Changes

Traack AI shall be entitled to alter the Subscription Fees at any point in time, upon written notice to the User.

7.4 Termination of Packages

The User may terminate any User Package in accordance with the relevant termination provisions set out on the Subscription Page.

8. Proprietary Rights

8.1 Ownership

The User acknowledges and agrees that Traack AI and/or its licensors own all intellectual property rights in the Service and the Documentation. Except as expressly stated herein, this agreement does not grant the User any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Service or the Documentation.

8.2 Rights Assurance

Traack AI confirms that it has all the rights in relation to the Service and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

9. Confidentiality and Compliance with Policies

Each party agrees to keep the other party’s Confidential Information secret and confidential, and not use or disclose it except as permitted under this agreement. User Data shall constitute User Confidential Information, and details of the Service shall constitute Traack AI Confidential Information.

The User shall also comply with all Mandatory Policies in connection with this agreement.

10. Indemnity

The User shall indemnify and hold harmless Traack AI against claims, losses, damages, expenses and costs arising from the User’s use of the Service. Traack AI shall indemnify the User against certain intellectual property infringement claims, subject to conditions outlined in this clause.

11. Limitation of Liability

The Service is provided “as is.” Except as expressly provided, Traack AI makes no warranties (express or implied) and disclaims all liability for indirect, incidental, or consequential damages.

Traack AI’s aggregate liability is limited to the greater of $1,000 or the Subscription Fees paid by the User in the preceding 6 months.

12. Termination

This agreement may be terminated by either party under conditions such as material breach, withdrawal of consent, or cessation of access to required providers. On termination, all rights to use the Service cease immediately.

13. Force Majeure

Neither party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, wars, or government actions.

14. Conflict

In case of any inconsistency between the provisions of this agreement and the Schedules, the provisions in the main body of this agreement shall prevail.

15. Variation

No variation of this agreement shall be effective unless it is in writing and signed by both parties.

16. Waiver

A waiver of any right or remedy under this agreement must be in writing. Failure to exercise a right does not constitute a waiver of that or any other right.

17. Rights and Remedies

Except as expressly provided, the rights and remedies in this agreement are in addition to any rights or remedies provided by law.

18. Severance

If any provision of this agreement is found invalid, illegal, or unenforceable, it shall be deemed deleted. The remaining provisions shall remain valid, and the parties shall negotiate in good faith to replace the deleted provision with one that achieves the intended commercial result.

19. Entire Agreement

This agreement constitutes the entire agreement between the parties and supersedes all prior agreements, assurances, and understandings, whether written or oral, relating to its subject matter.

20. Assignment

The User may not assign or transfer rights under this agreement without Traack AI’s prior written consent. Traack AI may assign or subcontract its rights and obligations at any time.

21. No Partnership or Agency

Nothing in this agreement creates a partnership or authorises either party to act as an agent for the other. Neither party may bind the other in any way.

22. Third Party Rights

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act or similar laws for third parties to enforce its terms.

23. Notices

Notices must be in writing and delivered by email. Notices to Traack AI should be sent to office@traack.ai, and notices to the User will be sent to the email used during signup.

24. Governing Law

This agreement shall be governed by and interpreted in accordance with the laws of the United States of America.

25. Jurisdiction

The courts of the United States of America shall have exclusive jurisdiction to settle any dispute or claim arising from this agreement.

26. Interpretation

Definitions and rules of interpretation apply as set out in this clause, including definitions of Business Day, User Data, Documentation, Personal Data, and related terms.

Contact Information

If you have any questions about this privacy policy or need to exercise your rights, please don't hesitate to contact us.

Traack AI Inc.

office@traack.ai

You have the right to make a complaint at any time to the Information Commissioner's Office (ICO). We would, however, appreciate the chance to deal with your concerns about our terms & conditions before you approach the ICO so please contact us in the first instance.