Business Terms of Service (Usage-based Plan for Commercial Use)
Effective Date: June 5, 2025IMPORTANT - PLEASE READ CAREFULLY:
THESE BUSINESS TERMS OF SERVICE (THE “BTOS”) CONSTITUTE A LEGAL DOCUMENT BETWEEN DATACIE LTD,
CHE-231.706.060, CHEMIN ERNA HAMBURGER 1C, EPFL INNOVATION PARK, 1015 LAUSANNE, SWITZERLAND
(HEREINAFTER “TRACENABLE”, “WE”, “US”, OR “OUR”) AND THE LEGAL ENTITY ON WHOSE BEHALF THE SERVICE IS
ACCESSED OR USED (“CLIENT”). REFERENCES TO “YOU” OR “YOUR” IN THE CONTEXT OF ACCEPTANCE MEAN THE
INDIVIDUAL ACCEPTING THIS BTOS.
THIS BTOS, TOGETHER WITH ANY REFERENCED DOCUMENTATION (INCLUDING THE PRICING INFORMATION AND PRIVACY
POLICY), GOVERNS CLIENT’S ACCESS TO AND USE OF TRACENABLE’S USAGE-BASED PLAN FOR COMMERCIAL USE.
THE USAGE-BASED PLAN FOR COMMERCIAL USE IS INTENDED SOLELY FOR BUSINESS-TO-BUSINESS (B2B) USE AND IS
EXPRESSLY EXCLUDED FROM USE BY CONSUMERS OR FOR PERSONAL OR HOUSEHOLD PURPOSES.
BY (I) ACCESSING OR USING THE SERVICE OR (II) YOU, AS AN INDIVIDUAL, CLICKING “I AGREE,” CHECKING A
BOX INDICATING ACCEPTANCE, OR OTHERWISE ACCEPTING THIS BTOS (VIA CLICK-THROUGH, SIGNATURE, OR
OTHERWISE) ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (THE "CLIENT"), YOU THEREBY INDICATE
CLIENT’S ACCEPTANCE OF THIS BTOS AND YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO
BIND SUCH CLIENT TO THIS BTOS. IF YOU LACK SUCH AUTHORITY, OR IF THE CLIENT DOES NOT AGREE WITH THIS
BTOS, NEITHER YOU NOR THE CLIENT MUST ACCESS OR USE THE SERVICE.
THE "EFFECTIVE DATE" OF THIS BTOS IS THE DATE OF CLIENT’S ACCEPTANCE. CAPITALIZED TERMS HAVE THE
MEANINGS GIVEN IN THIS BTOS.
1. Definitions "Account" means Client’s Tracenable account for accessing the Service.
"Account in Good Standing" means a Client Account for which all undisputed Fees due have been
timely paid, that is not suspended by Tracenable, and for which the Client is not in material breach
of any of its obligations under this BTOS.
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under
common control with a party, where “control” means ownership of more than fifty percent (50%) of the
voting securities or other ownership interest of an entity, or the power to direct its management.
"Authorized End-Users" means the individuals or legal entities that are Client’s own bona fide
end-users and whom Client authorizes, in accordance with this BTOS, to access Licensed Data or Derived
Data solely through a Client’s Authorized Product, subject to a Client Agreement.
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under
common control with a party, where “control” means ownership of more than fifty percent (50%) of the
voting securities or other ownership interest of an entity, or the power to direct its management.
"Client Data" means any data, information, identifiers (e.g., company/security identifiers), or
material of any type that are uploaded by or on behalf of Client or its Designated User to the Platform
or otherwise provided by Client to Tracenable in connection with Client's use of the Service, excluding
Feedback and Telemetry Data.
"Client Data" means any data, information, identifiers (e.g., company/security identifiers), or
material of any type that are uploaded by or on behalf of Client or its Client Recipients to the Platform
or otherwise provided by Client to Tracenable in connection with Client's use of the Service, excluding
Feedback and Telemetry Data.
"Data Request" means a query made by the Designated User through the Platform to retrieve specific
data points by specifying parameters such as Metric(s), Company(ies), and Time Period(s).
"Client’s Authorized Product" means any specific software application, website, or dashboard that
Client develops, owns, and controls, including any associated source code written by Client, through
which Client may display Licensed Data or Derived Data to Authorized End-Users in accordance with Section 6 of this BTOS.
"Derived Data" means Licensed Data or any portion thereof that has been modified by or on behalf
of the Client, in accordance with the license rights granted herein, to such a degree that it: (a) is
not substantially identical to, and cannot reasonably be identified by Tracenable as originating from,
the Licensed Data; (b) cannot be reverse engineered or decompiled by Tracenable or a third party to recreate
the original Licensed Data; and (c) represents a substantial independent creation that adds significant
value beyond the original Licensed Data. Tracenable retains the right to determine, in its reasonable
discretion, whether any material qualifies as Derived Data.
"Derived Material" means any content, output, or material, whether in digital, printed, or other
form, that incorporates, references, or is created by or on behalf of the Client or its Authorized End-Users
(as permitted herein) using any portion of the Licensed Data or Derived Data, including but not limited
to webpages, documents, spreadsheets, presentations, charts, graphs, business reports, research papers,
compliance disclosures, marketing content, blog posts, and social media materials.
"Designated User" means the single, named employee or contractor of Client whom Client has designated
as the sole individual authorized to access and use the Service on its behalf.
"Documentation" means Tracenable’s then-current explanatory materials for the Service (e.g., user
guides, FAQs, the Pricing Information, and Privacy Policy) made available on Tracenable’s website or
through the Platform, as updated from time to time.
"Feedback" means ideas, suggestions, enhancement or feature requests, comments, recommendations,
corrections, or other feedback about the Service provided to Tracenable by Client, Designated User, or
Authorized End-Users.
"Fees" means the applicable Data Request Fees for the Service and any applicable Taxes, as set
forth in the Pricing Information.
"Insubstantial Portion" means a minimal and incidental amount of the Licensed Data that: (a) has
no independent commercial value as a standalone dataset; (b) cannot be used as a substitute for the Licensed
Data or any part thereof; and (c) whose use does not diminish the commercial value of the Licensed Data
in Tracenable's reasonable assessment.
"Intellectual Property Rights" or "IPR" means any and all registered and unregistered rights
granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright,
trademark, trade secret, database protection, or other intellectual property rights laws, and all similar
or equivalent rights or forms of protection, in any part of the world.
"Licensed Data" means the specific datasets, data points, information, and content owned or licensed
by Tracenable and made available to the Client through the Service under this BTOS.
"Metric" means a specific ESG (Environmental, Social, Governance) or other corporate data indicator
available for query via a Data Request, as listed in the Pricing Information.
"Platform" means Tracenable’s proprietary web-based software platform, including its tools, features,
and APIs (if applicable), accessible via login, through which Designated User can make Data Requests
and access Licensed Data.
"Pricing Information" means the information available on Tracenable’s pricing page (https://tracenable.com/pricing
or its successor site), which outlines plan tiers (if any) and related features, and Tracenable’s data
catalog page (https://tracenable.com/catalog or its successor site), which outlines Data Request Fees
for each Metric. This Pricing Information, as updated by Tracenable from time to time, is incorporated
by reference into this BTOS.
"Privacy Policy" means Tracenable’s privacy policy, as may be amended from time to time and made
available on Tracenable’s website, which describes how Tracenable collects, uses, and shares personal
data.
"Security Incident" means any actual, attempted, or reasonably suspected unauthorized access,
acquisition, use, disclosure, modification, loss, or destruction of, or any other action that compromises
the confidentiality, integrity, or availability of, Licensed Data, Derived Data, Client Data (when processed
by Tracenable or Client in connection with this BTOS), or Confidential Information of either party.
"Service" means access to Tracenable’s usage-based plan for commercial use, which includes access
to the Platform, the ability to make Data Requests, download or otherwise access Licensed Data, the Support
Services as described in Section 2.5, and the license rights granted in this BTOS, all as may be updated by Tracenable from time to
time.
"Intellectual Property Rights" or "IPR" means any and all registered and unregistered rights
granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright,
trademark, trade secret, database protection, or other intellectual property rights laws, and all similar
or equivalent rights or forms of protection, in any part of the world.
"Taxes" means any duties, customs fees, or taxes (other than Tracenable’s net income tax) associated
with the purchase from or use of the Service, including any related penalties or interest.
"Telemetry Data" means usage, operations, and technical data related to Client’s and its Designated
User’s access to and use of the Service, including but not limited to query patterns, API call logs and
metadata (if applicable), Data Request volumes, feature usage patterns, and other Service performance
metrics.
2. Service Access and Use 2.1 Service Access: Subject to Client’s compliance with this BTOS, including timely payment of
all applicable Fees, Tracenable grants Client a non-exclusive, non-transferable, worldwide right for
its Designated User to access and use the Service for as long as Client’s Account remains an Account
in Good Standing and this BTOS has not been terminated. The access to and use of the Service, and any
Licensed Data obtained thereby, shall be in accordance with the Documentation and the specific license
rights, permitted uses, and restrictions set forth in this BTOS, particularly those detailed in Section 4 (License Grant and Scope of Use for Licensed Data) and Section 7 (Restrictions on Use).
2.2 Account Management and Security: Client must have an Account to access and use the Service.
Client shall be solely responsible for:
the accuracy of information it provides to create and manage its Account;
maintaining the confidentiality and security of its Account and access credentials (e.g.,
passwords) for its Designated User; and
all activities that occur under its Account, whether authorized by Client or not. Client
will notify Tracenable immediately if it becomes aware of any unauthorized use of its
Account or credentials.
2.3 Designated User: Client is responsible for ensuring that its Designated User is aware of and
comply with all terms of this BTOS applicable to such use. Client shall be fully liable for any breach
of this BTOS by its Designated User as if such breach were by Client itself.
2.4 Client Responsibilities: Client shall:
use commercially reasonable efforts to prevent unauthorized access to or use of the Service
and notify Tracenable promptly of any such unauthorized access or use it becomes aware of;
use the Service and Licensed Data only in accordance with this BTOS, the Documentation, and
all applicable laws, rules, and government regulations; and
not interfere with or disrupt the integrity or performance of the Service or third-party
data contained therein.
2.5 Support Services: Tracenable will provide standard email Support Services for the Service.
Tracenable will use commercially reasonable efforts to acknowledge receipt of each support query submitted
by Client to Tracenable's designated support email address within two (2) Business Days (meaning Monday
to Friday, excluding Swiss public holidays). Resolution timelines, if applicable, will be communicated
after Tracenable’s initial assessment of the issue. Support Services are generally available during Tracenable’s
standard business hours. Tracenable has no obligation under this BTOS to provide custom development,
on-site assistance, or any support beyond these standard email Support Services, unless separately agreed
in writing, which may be subject to additional fees. Client is solely responsible for providing all support
for its Client’s Authorized Product.
2.6 Telemetry and Monitoring: Client acknowledges and agrees that Tracenable may collect, use,
and analyze Telemetry Data to:
provide, manage, measure, develop, improve, support, and operate its Service and other
offerings;
detect and prevent potential abuse, fraud, or breaches of this BTOS, usage limits, or
entitlements under the Pricing Information or Documentation;
enforce its rights under this BTOS; and
generate aggregated and anonymized statistics for its business purposes, including for
sharing with third parties or publicly, provided such statistics do not identify Client,
Designated User, Authorized End-Users, or Client’s Confidential Information. Tracenable’s
collection and use of Telemetry Data that may constitute personal data will be in accordance
with its Privacy Policy.
3. Client Data 3.1 Intellectual Property Rights in Client Data: As between Tracenable and Client, Client and
its licensors shall retain all right, title, and interest (including any and all Intellectual Property
Rights) in and to Client Data.
3.2 License to Tracenable: Client hereby grants to Tracenable and its Affiliates a non-exclusive,
worldwide, royalty-free, sublicensable (to its service providers acting on its behalf) license to access,
process, store, transmit, display, and otherwise use Client Data solely to the extent necessary to:
provide, maintain, and improve the Service for Client and its Designated User;
prevent or address service, security, or technical problems associated therewith;
comply with applicable law, rule, or regulation, or as otherwise compelled by legal process
as set forth in Section 14.3 (Compelled Disclosure); or
as expressly permitted in writing by Client.
3.3 Client Representations and Warranties for Client Data: Client represents, warrants, and covenants
to Tracenable that:
Client or its licensors own and control all rights, title, and interest in Client Data, or
Client has otherwise secured all necessary rights, licenses, consents, and permissions to
provide the Client Data to Tracenable and grant the licenses herein for its intended use
with the Service;
the provision and use of Client Data by Tracenable as contemplated herein, and Client's use
of Client Data with the Service, will not violate any applicable laws or the rights of any
third party (including Intellectual Property Rights or privacy rights); and
all Client Data provided is accurate, reliable, and lawful, and does not include any
information or material that is defamatory, obscene, or otherwise objectionable. Client
shall be solely responsible and liable for the accuracy, quality, integrity, legality,
reliability, and appropriateness of all Client Data.
Tracenable is not responsible for any Client Data that is lost, altered, intercepted, or stored across
networks not owned or operated by Tracenable.
4. License Grant and Scope of Use for Licensed Data
4.1 License Grant: Subject to Client’s compliance with this BTOS, including timely payment of
all applicable Fees, Tracenable grants Client a limited, worldwide, non-transferable, non-exclusive license,
for as long as Client’s Account remains an Account in Good Standing and this BTOS has not been terminated,
for its Designated User to:
access, view, use, and download the Licensed Data obtained via Data Requests through the
Platform;
use the Licensed Data to create Derived Data, and to use such Derived Data strictly in
accordance with the terms and conditions of this BTOS;
use the Licensed Data and any Derived Data to perform analysis for Client's internal
business activities, such as internal analysis, research, planning, strategy development, or
decision-making;
create Derived Material using Licensed Data and Derived Data, provided that any such Derived
Material (whether intended for internal or external use) contains only Insubstantial
Portions of the Licensed Data or Derived Data (or both). Such Derived Material may then be
shared internally within Client’s organization and externally, subject to all other
applicable terms of this BTOS; and
display Licensed Data and any Derived Data on a Client’s Authorized Product, solely for
access by Authorized End-Users, strictly in accordance with the terms and conditions set
forth in Section 6 (Terms for Client's
Authorized Product and Authorized End-Users).
4.2 Condition of Account in Good Standing: The license rights granted in Section 4.1 to access and use the Service, Licensed Data, create and use Derived Data, and create and use Derived
Material are all contingent upon the Client maintaining an Account in Good Standing. Upon termination
of this BTOS or Client's Account, or if Client's Account ceases to be an Account in Good Standing, Client's
rights are governed by Section 10.3
(Effect of Termination).
4.3 License Version: When Licensed Data is obtained through a specific transaction, such as a
Data Request or a one-time file download, the Client's license applies only to the version of the data
retrieved at that exact time. This license does not include any subsequent updates, corrections, or revisions
to that data; accessing an updated version requires a new transaction.
5. Data Attribution 5.1 General Attribution to Tracenable: Client shall ensure that all uses, displays, or distributions
of Licensed Data or Derived Data (or both) by Client or its Authorized End-Users (where permitted under
this BTOS) include a clear and visible attribution to Tracenable as the source of the underlying Licensed
Data. Unless otherwise specified by Tracenable in writing or in the Documentation for specific Licensed
Data, the attribution must follow the format: "Source: Tracenable" and include a hyperlink to https://tracenable.com.
5.2 No Misleading Third-Party Attribution: Client must not, and must ensure its Authorized End-Users
do not, display the name, logo, trademark, or other identifier of any entity (other than the Client or
Tracenable) in such a manner as to give the viewer the impression that such other entity is a publisher,
originator, or primary distributor of the Licensed Data or Derived Data.
5.3 Third-Party Data Source Attribution: Licensed Data may incorporate data from third-party sources.
If Licensed Data provided to Client includes data for which Tracenable’s licensors require attribution,
Tracenable will notify Client of such requirement, typically by including an attribution notice with
the Licensed Data or in the Documentation. Client agrees to reproduce and prominently display any such
required attribution notices in any use of such Licensed Data or Derived Data where the Licensed Data
is displayed or distributed in accordance with the rights granted herein (including on Client's Authorized
Product per
Section 6), in the manner specified by
Tracenable. Client's failure to comply with such third-party attribution requirements shall be
deemed a material breach of this BTOS.
6. Terms for Client's Authorized Product and Authorized End-Users
6.1 License for Authorized End-Users: Subject to the terms and conditions of this BTOS, Tracenable
grants the Client a limited, worldwide, non-transferable, non-exclusive license to enable its Authorized
End-Users to view and interact with Licensed Data and any Derived Data solely within the Client’s Authorized
Product, strictly for the Authorized End-Users' use for:
their internal business activities, such as internal analysis, research, planning, strategy
development, or decision-making; or
creating Derived Material provided that any such Derived Material (whether intended for
internal or external use) contains only Insubstantial Portions of the Licensed Data or
Derived Data (or both).
6.2 Restrictions on Authorized End-Users: The restrictions set forth in Section 7 (Restrictions on Use) of this BTOS shall apply to all Authorized End-Users as if they were the Client.
In addition, Authorized End-Users are expressly prohibited from:
extracting, integrating, incorporating, or using any Licensed Data or Derived Data accessed
through or obtained from the Client’s Authorized Product into any other separate software
application, website, platform, dashboard, database, source code, or any other information
repository or system (with the sole exception being the creation and use of Derived Material
containing only Insubstantial Portions of Licensed Data or Derived Data, as expressly
permitted for Authorized End-Users under Section 6.1(b));
Downloading, scraping, or copying any substantial portion of the Licensed Data or Derived
Data from the Client’s Authorized Product. Authorized End-Users may only copy and paste
Insubstantial Portions of the Licensed Data or Derived Data displayed on Client’s Authorized
Product in a Non-Systematic (i.e., manual, non-automated, and occasional) manner for their
permitted uses under Section 6.1.
6.3 Requirements for Client’s Authorized Product: The Client’s Authorized Product, when used to
display Licensed Data or Derived Data, must at all times:
Remain under the ownership and effective control of the Client;
Predominantly feature the Client’s own branding, such that it is clearly identifiable as a
product of the Client;
Not be accessible through, embedded within, hosted on, or “micro-sited” within any
third-party platforms, websites, or properties not under Client's direct control;
Implement robust user authentication mechanisms, such as password protection or equivalent
secure methods, to ensure that only specifically authorized and identifiable Authorized
End-Users can access the portions of the Client’s Authorized Product containing Licensed
Data or Derived Data; and
Be provided to Authorized End-Users on terms where such Authorized End-Users (or an entity
acting on their behalf) make a monetary payment to the Client for access to the Client
service or product that includes or displays the Licensed Data or Derived Data (i.e., access
to Licensed Data or Derived Data displayed via the Client’s Authorized Product must be part
of a service for which Authorized End-Users make a monetary payment to Client). Client shall
not offer free or unpaid access to Licensed Data or Derived Data through the Client’s
Authorized Product.
6.4 Hyperlinking and Framing: Client shall use commercially reasonable efforts to prevent unauthorized
deep-linking to Licensed Data or Derived Data on, or framing of, Client’s Authorized Product. Client
shall cooperate with Tracenable to stop such activities if discovered.
6.5 Security Measures for Authorized Product: Client shall implement reasonable technical/organizational
security for Client’s Authorized Product (e.g., anti-scraping, user authentication) to prevent unauthorized
data extraction or misuse.
6.6 Client Agreements with Authorized End-Users: Client shall ensure that each Client Agreement
with an Authorized End-User is legally binding and incorporates either (i) the "Notices and Disclaimers
for Inclusion in Client Agreements" set forth in
Annex 1 of this BTOS verbatim, or (ii) alternative
disclaimers and limitations of liability that are demonstrably no less protective of Tracenable's and
its licensors' rights and interests than those in Annex 1.
6.7 Authorized End-User Non-Compliance:
Client Responsibility: Client is responsible for monitoring and enforcing compliance by
its Authorized End-Users with the terms applicable to Authorized End-Users under this BTOS.
Notification and Client Action: If Tracenable notifies Client of, or if Client otherwise
becomes aware of, Authorized End-User non-compliance, Client shall promptly investigate, take
corrective action (e.g., stop non-compliance, suspend/terminate Authorized End-User access),
and inform Tracenable within ten (10) business days.
Material Breach by Client: Deemed a material breach by Client if:
Authorized End-User non-compliance is severe (including, but not limited to,
unauthorized bulk extraction, public redistribution of substantial Licensed Data or
Derived Data, or use for illegal purposes) or repeated.
Tracenable’s Remedies: For Client's material breach under Section 6.7(c), or for severe/repeated Authorized End-User non-compliance, Tracenable may exercise all
remedies (e.g., require Client to suspend/terminate Authorized End-User, suspend/terminate
Service per Section 11 (Suspension
of Service), seek indemnity per Section 17 (Indemnification), seek injunctions per Section 18 (Governing Law, Dispute Resolution, and Equitable Relief)).
6.8 Cessation and Deletion upon Tracenable Notice: Client Agreements must require Authorized End-Users
to cease use and delete Licensed Data/Derived Data if Tracenable withdraws rights (e.g., due to a third-party
Claim or the reasonable likelihood of such a Claim), upon Tracenable’s notice to Client. Client is solely
responsible for enforcing this requirement with its Authorized End-Users. Tracenable shall bear no direct
responsibility for ensuring such cessation or deletion by Authorized End-Users, although Tracenable reserves
the right to take action against Client for failure to enforce.
7. Restrictions on Use
Client shall not, and shall not permit its Designated User or Authorized End-Users to:
reproduce, copy, or duplicate Licensed Data, except as strictly necessary to exercise rights
granted in Section 4 and Section 6;
publicly display Licensed Data or Derived Data, except Insubstantial Portions in Derived
Material (per Section 4.1(e)) or as permitted for display on Client's Authorized Product under Section 6;
make any Licensed Data or Derived Data available, in whole or in part, to any third party or
any other individual within the Client’s organization other than the Designated User in any
manner whatsoever, including but not limited to by way of sale, resale, license, sublicense,
lease, rental, loan, as a service bureau, as a data feed, via any API (except an API
internal to Client’s Authorized Product used strictly for its operation as permitted under Section 6), or by any other form of distribution, transmission, or transfer (collectively,
"Redistribute"). For the avoidance of doubt, Client shall not incorporate Licensed Data or
Derived Data into any product or service offered by Client to third parties if such Licensed
Data or Derived Data constitutes a material part or the primary value of such product or
service, or if such incorporation allows third parties to access, extract, or otherwise use
the Licensed Data or Derived Data as if it were a standalone dataset or data service. The
foregoing prohibition on Redistribution is absolute, with the sole and exclusive exceptions
being only:
the sharing of Derived Material strictly in accordance with Section 4.1(e) (which permits external sharing only if such Derived Material contains Insubstantial
Portions of Licensed Data or Derived Data); and
the display of Licensed Data or Derived Data to Authorized End-Users exclusively
through a Client's Authorized Product, strictly in accordance with all terms and
conditions set forth in Section 6;
use Licensed Data or Derived Data for unlawful, unethical, discriminatory, or harmful
purposes;
reverse engineer, deconstruct, disassemble, or otherwise attempt to derive the underlying
structure, logic, or source of the Licensed Data or the methods used by Tracenable to
compile or generate the Licensed Data (except to the extent such restriction is prohibited
by applicable law);
misrepresent, alter, or manipulate the Licensed Data in a way that is misleading or likely
to harm the reputation or interests of Tracenable or its data sources;
use Licensed Data or Derived Data in violation of any applicable laws or regulations
(including applicable data privacy laws);
use the Licensed Data or Derived Data to develop, support, or enhance any products or
services that compete directly or indirectly with those offered by Tracenable;
remove, obscure, or alter any copyright notices, trademarks, proprietary marks, disclaimers,
or watermarks embedded in or accompanying the Licensed Data or Documentation;
use Licensed Data or Derived Data to train machine learning models, large language models
(LLMs), or other AI systems without Tracenable’s prior written consent (subject to added
fees/terms); or
create, issue, sponsor, calculate, or promote any financial product, including but not
limited to indexes, funds, swaps, futures, options, or other structured instruments, that
references, is based on, or tracks the performance of the Licensed Data or any Derived Data,
without Tracenable’s express prior written consent.
8. Data Security 8.1 Client Data Security Obligations:
General Obligation: Client shall implement and maintain commercially reasonable administrative,
physical, and technical security measures for Licensed Data and Derived Data in its control to
protect against Security Incidents.
Standard of Care: Client's measures shall be no less than for its own sensitive data,
and at least reasonable care per industry best practices and applicable laws.
Liability for Breach: Client is liable for Security Incidents on its systems from its
failure to meet these obligations.
Security Incident Notification: If Client becomes aware of a Security Incident on its
systems involving Licensed/Derived Data, Client shall notify Tracenable without undue delay (within
48 hours of discovery), detailing the incident and corrective actions, and cooperate fully with
Tracenable.
8.2 Tracenable Security Obligations: Tracenable shall implement and maintain commercially reasonable
administrative, physical, and technical safeguards for the security, confidentiality, and integrity of
the Service and Client Data processed by Tracenable on the Platform. These include preventing unauthorized
access/use/disclosure by Tracenable personnel except to:
Tracenable does not guarantee its systems will be free from Security Incidents.
9. Fees, Payment, and Taxes 9.1 Fees: Client shall pay Fees per the Pricing Information, consisting of one-time Data Request
Fees (charged at the time of the Data Request as per the Pricing Information).
9.2 Payment: Fees are in USD unless Pricing Information states otherwise. Client authorizes Tracenable
to charge its payment method for due Fees. Client must maintain accurate billing information.
9.3 Non-Payment: If payment fails, Tracenable may, at its discretion suspend Service (per Section 12) until paid and may result in the Account ceasing to be an Account in Good Standing.
9.4 Taxes: Fees exclude Taxes. Client pays all Taxes on its purchases (except taxes on Tracenable’s
net income). Tracenable will invoice applicable Taxes unless Client provides a valid exemption certificate.
9.5 Withholding Taxes: If law requires Client to withhold Taxes from payments to Tracenable, Client
shall gross up payment so Tracenable receives the full invoiced amount, and provide Tracenable with official
payment evidence for such withheld Taxes.
9.6 Invoicing: If invoiced, payment is due net thirty (30) days from invoice date, unless otherwise
stated.
10. Account Term and Termination
10.1 Termination by Client: Client may terminate this BTOS and close its Account at any time by
providing notice to Tracenable through the Platform or as otherwise specified by Tracenable. Such termination
will be effective upon Tracenable’s confirmation of Account closure. Client will be responsible for any
Data Request Fees incurred prior to the effective time of termination. No refunds or credits will be
provided for any Data Request Fees already paid.
10.2 Termination by Tracenable: Tracenable may terminate this BTOS and Service access:
For Convenience: For convenience, by providing Client with at least sixty (60) days prior
written notice. Tracenable shall not be liable to Client for such termination.
For Non-Payment: Immediately on written notice if undisputed Data Request Fees are ten
(10) or more days overdue after Tracenable has provided notice of such non-payment. Such non-payment
may also result in the Account ceasing to be an Account in Good Standing.
For Material Breach: Immediately on written notice if Client materially breaches this
BTOS (including its obligations under Sections 4 (License Grant), 6 (Terms for
Client's Authorized Product), 7 (Restrictions on Use), or 8 (Data
Security)) and fails to cure such breach within ten (10) days of Tracenable’s notice (or immediately
if the breach is of a nature that Tracenable, in its reasonable discretion, deems incurable or
poses an immediate threat).
For Insolvency: Immediately on written notice if Client becomes the subject of a petition
in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment
for the benefit of creditors, or ceases to do business in the ordinary course.
For Inactivity: If Client’s Account has had no paid Data Requests and has been otherwise
inactive for a continuous period of at least twelve (12) months. In such a case, Tracenable will
provide at least thirty (30) days' prior written notice to the email address associated with
the Account before termination.
10.3 Effect of Termination: Upon termination or expiration of this BTOS for any reason or if Client's
Account ceases to be an Account in Good Standing:
Cessation of Service/New Creations: Client’s right to access the Service and Platform,
display Licensed Data on its Client’s Authorized Products, make new Data Requests, and create
new Derived Data or new Derived Material from Licensed Data shall immediately terminate. The
Client's rights to use Licensed Data terminate and access to the Platform will be disabled.
Deletion of Licensed Data: Client shall, within fifteen (15) days of termination, permanently
delete or destroy all copies of original Licensed Data in its possession or control and, upon
Tracenable’s request, provide written certification of such deletion or destruction. Client shall
ensure its Authorized End-Users stop using the Licensed Data, and return, delete, or destroy
all copies of the Licensed Data in their possession or control, as required by the Client Agreement
mandated under Section 6.8.
Cessation of Use of Derived Data and Derived Material: Upon the effective date of termination
of this BTOS or the Client's Account, Client’s right to use, reproduce, or display any Derived
Data and Derived Material shall immediately terminate. Client shall, within fifteen (15) days
thereof, permanently delete or destroy all copies of such Derived Data and Derived Material in
its possession or control and, upon Tracenable’s request, provide written certification of such
deletion or destruction. Notwithstanding the foregoing, Tracenable may, in its sole discretion
and on a case-by-case basis, grant Client express written consent to retain and continue to use
specific Derived Data or Derived Material created while Client’s Account was in Good Standing,
subject to any conditions Tracenable may impose, including continued adherence to the use restrictions
and attribution requirements of this BTOS.
Payment of Accrued Fees: Termination does not relieve Client of its obligation to pay
any Fees accrued or payable to Tracenable prior to the effective date of termination.
10.4 Survival: The following sections, and any other provisions of this BTOS which by their nature
should survive, shall survive any termination or expiration of this BTOS: Sections 1 (Definitions), 3 (Client Data), 5 (Data Attribution), 6 (Terms for Client's
Authorized Product and Authorized End-Users, as applicable to permitted post-termination use), 7 (Restrictions on Use, as applicable to retained data), 8 (Data Security, as applicable to retained data), 9 (Fees, Payment, and Taxes, regarding accrued payment obligations),
10 (Account Term and Termination, regarding
effects of termination and post-termination rights and obligations), 13 (Intellectual Property Rights), 14 (Confidentiality),
15 (Warranties and Disclaimers), 16 (Limitation of Liability), 17 (Indemnification),
18 (Governing Law, Dispute Resolution,
and Equitable Relief),
19 (General Provisions), and Annex 1.
11. Modifications 11.1 Modifications to BTOS: Tracenable may change this BTOS (including Documentation such as the
Pricing Information) from time to time in its sole discretion with notice (website, Platform, or email).
Changes are effective immediately or as stated (unless law requires longer). Tracenable will use commercially
reasonable efforts for at least fifteen (15) days’ notice for material adverse changes or significant
pricing changes directly impacting existing Accounts, where practicable. If Client disagrees with material
adverse changes, its sole remedy is to terminate its Account in accordance with Section 10.1 before changes take effect. Continued Service use after changes means Client acceptance.
11.2 Modifications to the Service: Tracenable may update or change Service or Platform features
in its sole discretion. Tracenable will use commercially reasonable efforts so changes don’t materially
decrease core Service functionality without reasonable notice and, in the event of such material decrease,
providing Client an option to terminate for convenience.
11.3 Deprecation Policy: Tracenable will use commercially reasonable efforts for at least six
(6) months' prior written notice for Deprecation (discontinuance or backwards-incompatible change to
material API/Service part), unless Tracenable reasonably determines that: (i) it is prohibited from doing
so by lay; (ii) continuing to provide the feature or Service could create a security risk or a significant
technical or economic burden; or (iii) the feature or Service is being replaced with a substantially
equivalent offering. This Deprecation Policy does not apply to beta features, or minor adjustments to
the Service.
12. Suspension of Service 12.1 Right to Suspend: Tracenable may suspend, disable, or otherwise limit all or part of Client’s
(including its Designated User or Authorized End-Users') access to or use of the Service without prior
notice if Tracenable reasonably determines, in its sole discretion, that: (a) Client or its Designated
User or Authorized End-User violates this BTOS or the Documentation; (b) such use adversely impacts Service
security, integrity, availability, or other clients; (c) there is unauthorized third-party Account access;
(d) Tracenable is required to do so by law or governmental request; (e) Client is in breach of its payment
obligations under
Section 9; or (f) Client's usage
patterns indicate abuse or attempts to circumvent usage limits or entitlements (per Pricing
Information or Documentation).
12.2 Notice and Reinstatement: Where practicable and legally permissible, Tracenable will endeavor
to provide Client with notice of suspension. Tracenable may, in its sole discretion, lift a suspension
if Client demonstrates to Tracenable’s satisfaction that the underlying cause has been rectified and
preventative measures implemented. Suspension shall not relieve Client of its payment obligations under
this BTOS.
13. Intellectual Property Rights
13.1 Tracenable’s IP: As between Tracenable and Client, Tracenable (and its licensors, where applicable)
owns all right, title, and interest, including all related intellectual property rights (IPR), in and
to the Service, the Platform, the Licensed Data, the Documentation, and any underlying technology, software,
databases, methodologies, know-how, and processes associated with the Service. This BTOS is not a sale
and does not convey to Client any rights of ownership in or related to the Service, Licensed Data, or
Tracenable's intellectual property except for the limited licenses expressly granted herein. The Tracenable
name, logos, and product names associated with the Service are trademarks of Tracenable or third parties,
and no right or license is granted to use them except as necessary to exercise the rights granted herein.
For clarity, Tracenable retains all IPR in Licensed Data even when such data is incorporated into Client-owned
Derived Material.
13.2 Client’s IP in Derived Data: As between Tracenable and Client, and subject to Tracenable’s
retained ownership of the underlying Licensed Data, Client shall own all IPR in and to any Derived Data
lawfully created by Client in accordance with this BTOS. Client’s ownership of such Derived Data is perpetually
subject to the condition that Client may only use such Derived Data in strict accordance with all applicable
use rights, restrictions (including those in Section 7), and obligations (including attribution under Section 5) set forth in this BTOS, which shall survive termination, provided that Client's right to use such
Derived Data is subject to the terms of Section 10.3(c).
13.3 Client IP in Derived Material: Subject to Tracenable’s overriding ownership of the Licensed
Data (as set forth in Section 13.1)
and any Tracenable IPR that might be otherwise implicated, Client shall own the IPR in the specific
original expression and compilation of any Derived Material created by Client. Client’s use of any
Licensed Data or Derived Data incorporated within such Client-owned Derived Material remains subject
at all times to the license rights, use restrictions, and obligations set forth in this BTOS, while
the Client’s Account is in Good Standing, and Client's rights upon termination are governed by Section 10.3(c).
13.4 Client Feedback: Client grants Tracenable a perpetual, irrevocable, worldwide, non-exclusive,
royalty-free, fully paid, transferable, sublicensable license to use Feedback for any purpose (including
Service improvement and promotion) without obligation or compensation to Client. Client warrants it has
all rights necessary to grant this license and that Feedback does not infringe any third-party rights.
13.5 Use of Client Name and Logo: Client grants Tracenable the right to use Client's company name
and logo as a reference for marketing or promotional purposes on Tracenable's website and in other public
or private communications with existing or potential Tracenable customers, subject to Client’s standard
trademark usage guidelines if provided to Tracenable. Client may revoke this right at any time by submitting
a written request to Tracenable, and Tracenable will cease such use within a reasonable period.
14. Confidentiality 14.1 Definition: “Confidential Information” (or "CI") is non-public information designated confidential
or reasonably understood as such under the circumstances. Tracenable’s CI includes non-public aspects
of the Service, Platform, Licensed Data (its structure, compilation methodologies, non-public elements),
Documentation, unreleased features, non-public pricing, and business strategies. Client’s CI includes
Client Data (subject to Tracenable's permitted uses under Section 3.2) and Client’s non-public business information disclosed to Tracenable. This BTOS's negotiated
commercial terms (if any beyond standard pricing) are CI of both parties. CI excludes information
that:
is or becomes public without breach of this BTOS;
was known to the recipient before disclosure without a confidentiality breach;
is lawfully received from a third party without a known confidentiality breach; or
is independently developed by the recipient without using the Disclosing Party’s CI.
Feedback is not Client’s CI once provided to Tracenable.
14.2 Protection: Each party (as Receiving Party) will use the same degree of care as for its own
similar CI (at least reasonable care) to:
use the Disclosing Party’s CI only for BTOS purposes; and
limit access to its and its Affiliates’ personnel, contractors, and legal/financial advisors
who need access for BTOS purposes and are bound by confidentiality obligations no less
protective than herein.
Each party is liable for its representatives' breaches of this
Section 14.
14.3 Compelled Disclosure: A Receiving Party may disclose the Disclosing Party’s CI if legally
compelled by law, regulation, court order, or other valid legal process, provided the Receiving Party
(if legally permitted and practicable) gives the Disclosing Party prior notice and reasonable assistance
(at Disclosing Party's cost) to contest or limit such disclosure.
15. Warranties and Disclaimers 15.1 Mutual Representations and Warranties:
Authority: Each party represents and warrants that it has the legal power and authority
to enter into this BTOS and to perform its obligations hereunder.
Accuracy of Information Provided: Each party represents and warrants that all information
and statements provided by it to the other party specifically for the purpose of entering into
or performing its obligations under this BTOS are, to the best of its knowledge and belief at
the time provided, true, accurate, and not misleading in any material respect. Client specifically
warrants the accuracy of all information provided during the Account setup process and for billing
purposes.
15.2 General Disclaimer of Warranties: TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE SWISS
LAW, AND EXCEPT AS EXPRESSLY PROVIDED IN SECTION 15.1, THE SERVICE, THE PLATFORM, THE LICENSED DATA, ANY DERIVED DATA (WHETHER IP IS OWNED BY CLIENT OR
TRACENABLE), AND THE DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES,
CONDITIONS, OR OTHER TERMS OF ANY KIND, EITHER EXPRESS OR IMPLIED. TRACENABLE, ITS AFFILIATES, AND
ITS LICENSORS (COLLECTIVELY, THE “TRACENABLE PARTIES”) MAKE NO WARRANTY THAT THE SERVICE OR THE DATA
PROVIDED THEREWITH WILL
MEET CLIENT’S REQUIREMENTS;
BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR
BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE TRACENABLE PARTIES HEREBY DISCLAIM ALL WARRANTIES OR CONDITIONS
OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES
OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, AND
NON-INFRINGEMENT, WHETHER ARISING OUT OF A COURSE OF DEALING, USAGE OR TRADE PRACTICE, OR COURSE OF PERFORMANCE.
THE TRACENABLE PARTIES WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY CLAIM MADE OR ACTION TAKEN
IN RELIANCE ON MATERIAL AND/OR INFORMATION CONTAINED IN OR INCLUDED AS PART OF THE SERVICE. THE TRACENABLE
PARTIES DO NOT REPRESENT, WARRANT, OR COVENANT THAT MATERIAL AND CONTENT CONTAINED IN OR INCLUDED AS
PART OF THE SERVICE IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE.
15.3 WHILE THE TRACENABLE PARTIES ATTEMPT TO MAKE SERVICE ACCESS SAFE AND SECURE IN ACCORDANCE
WITH SECTION 8.2, THEY DO NOT
REPRESENT, WARRANT, OR COVENANT THAT THE SERVICE OR DATA PROVIDED THEREWITH ARE OR WILL BE FREE OF
VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS AT ALL TIMES, OR THAT SECURITY INCIDENTS WILL NOT
OCCUR.
15.4 No Guarantee of Uninterrupted Use or Defect Correction: TRACENABLE DOES NOT WARRANT THAT
ACCESS TO OR PROVISION OF THE SERVICE OR LICENSED DATA WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR
THAT DEFECTS WILL BE CORRECTED. CLIENT ACKNOWLEDGES THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS,
UNAVAILABILITY, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS.
TRACENABLE IS NOT RESPONSIBLE AND DISCLAIMS ALL LIABILITY FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER
DAMAGE, LOSS, OR LIABILITY RESULTING FROM SUCH PROBLEMS OR FROM TEMPORARY UNAVAILABILITY, INTERRUPTION,
DELAY, OR DOWNTIME OF CLIENT'S ACCESS TO THE SERVICE OR LICENSED DATA.
15.5 Client Responsibility for Data Validation, Suitability, and Use: Client is solely responsible
for:
independently validating Licensed Data and Derived Data (including accuracy, reliability,
completeness, timeliness, and suitability for Client's intended purposes) before any use or
reliance;
all results, decisions, actions, and omissions arising from its (and its Designated User's
and Authorized End-Users') use of or reliance on Licensed Data, Derived Data, or Derived
Material; and
ensuring its use of such data and any derived outputs complies with all applicable laws,
regulations, and ethical standards.
15.6 No Advisory Role: Client acknowledges that Tracenable supplies Licensed Data and the Service
for informational purposes only and does not offer or provide financial, investment, legal, tax, accounting,
medical, or other professional advice or services. The Licensed Data, Derived Data, Derived Material,
or any other output from the Service should not be construed as such advice or as a recommendation or
endorsement by Tracenable of any particular course of action, investment strategy, entity, or security.
Client shall not represent or imply to any third party that Tracenable’s outputs constitute professional
advice or guidance of any kind. Client and its Authorized End-Users use the Licensed Data, Derived Data,
and Derived Material entirely at their own risk. Tracenable shall not be liable for any decisions made
or actions taken (or not taken) in reliance on such data or materials, including but not limited to financial,
investment, legal, or compliance-related actions.
15.7 Disclaimer for Third-Party Content and Links: The Service or Licensed Data may contain links
to third-party websites or resources, or include data sourced from third parties (beyond forming an integral
part of Tracenable's proprietary compilation). Tracenable disclaims any and all responsibility and liability
for the availability, accuracy, reliability, completeness, legality, or appropriateness of such third-party
websites, resources, or data. Client acknowledges and agrees that Tracenable makes no warranties with
respect thereto and assumes all risks associated with Client's access to or use of such third-party content.
Tracenable shall not be liable for any loss or damage arising from Client's reliance on or interactions
with such third-party websites, resources, or data.
15.8 No Service Level Agreements (SLAs): CLIENT ACKNOWLEDGES THAT TRACENABLE PROVIDES NO SERVICE
LEVEL AGREEMENTS (SLAs) WITH RESPECT TO UPTIME, AVAILABILITY, PERFORMANCE, DATA QUALITY, OR SUPPORT RESPONSE
TIMES, OTHER THAN AS MAY BE SEPARATELY AGREED IN A WRITTEN SERVICE LEVEL AGREEMENT SIGNED BY TRACENABLE.
15.9 Data Updates Disclaimer: While Tracenable endeavors to update Licensed Data (typically with
a three to six-month lag from source publication), Tracenable makes no commitment or warranty regarding
the frequency or timeliness of updates for any specific Licensed Data.
16. Limitation of Liability 16.1 Exclusion of Indirect and Consequential Damages:
EXCEPT FOR LIABILITIES ARISING FROM MATTERS LISTED IN SECTION 16.3 (EXCEPTED MATTERS), AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE SWISS LAW, IN NO EVENT SHALL
EITHER PARTY OR ITS LICENSORS BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY,
INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING BUT NOT LIMITED TO LOSS OF
ACTUAL OR ANTICIPATED PROFITS, REVENUE, SAVINGS, DATA, USE, GOODWILL, REPUTATION, BUSINESS OPPORTUNITY,
OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THIS BTOS, THE SERVICE, OR
THE LICENSED DATA, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR UNDER ANY OTHER
THEORY OF LIABILITY, EVEN IF THE PARTY FROM WHICH DAMAGES ARE SOUGHT OR ITS LICENSORS HAVE BEEN PREVIOUSLY
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
16.2 Limitation of Aggregate Liability (Liability Cap): SUBJECT TO SECTION 16.3 (EXCEPTED MATTERS), AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE SWISS LAW, IN NO EVENT SHALL
EITHER PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS BTOS (WHETHER IN CONTRACT,
TORT (INCLUDING NEGLIGENCE), OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS (USD $100.00) OR (B) THE TOTAL FEES ACTUALLY
PAID BY CLIENT TO TRACENABLE HEREUNDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE
FIRST INCIDENT GIVING RISE TO LIABILITY.
16.3 Excepted Matters from Limitations: Limitations in
Sections 16.1 and 16.2 do not apply to:
a party's indemnification obligations under Section 17 (Indemnification);
a party's breach of its confidentiality obligations under Section 14 (Confidentiality);
damages from a party's unlawful intent (Absicht), gross negligence (grobe Fahrlässigkeit),
or fraud or fraudulent misrepresentation;
liability for death or personal injury caused by a party's fault;
Client's obligations to pay all applicable Fees due under Section 9 of this BTOS;
liability arising from Client's breach of the license grants or restrictions set forth in Sections 4 (License Grant), 6 (Terms for
Client's Authorized Product), or 7 (Restrictions on Use); or
any liability that cannot be limited or excluded under mandatory applicable Swiss law.
16.4 Claims Period: To the fullest extent permitted by applicable Swiss law, no legal action or
Claim arising out of or related to this BTOS, regardless of form, may be brought by either party more
than one (1) year after the cause of action which gave rise to the Claim has first accrued. However,
this one-year limitation shall not apply to:
Claims by Tracenable for Client's failure to pay applicable Fees as described in Section 16.3(e); or
Claims by Tracenable arising from or related to matters described in Section 16.3(f) or Client's infringement or misappropriation of Tracenable's Intellectual Property Rights as
set forth in Section 13.
For all such Claims excepted from the one-year limitation period as described in sub-sections (a) through (c) above, the applicable statutory limitation periods under Swiss law shall govern.
16.5 Essential Basis: The disclaimers, exclusions, and limitations of liability set forth in this
BTOS form an essential basis of the bargain between the parties, reflect a mutually agreed-upon allocation
of risk, and Tracenable would not be able to provide the Service without such limitations. Fees for the
Service have been set taking these limitations into account.
17. Indemnification 17.1 Indemnification by Tracenable:
Tracenable shall defend Client, its officers, directors, and employees against any
third-party Claim alleging that Client’s use of the Licensed Data as provided by Tracenable
as part of the Service, and in full compliance with this BTOS, directly infringes such third
party’s Intellectual Property Rights (excluding any patent infringement claims based on
Client's specific use case or combination if the Licensed Data itself is not infringing)
enforceable in Switzerland or the Client's country of habitual residence ("IP Claim").
Tracenable shall indemnify Client for any damages, reasonable attorney fees, and reasonable
costs finally awarded against Client by a court of competent jurisdiction as a result of, or
for amounts paid by Client under a settlement approved in writing by Tracenable for, such an
IP Claim.
Tracenable’s obligations under this Section 17.1 exclude IP Claims arising from or based upon:
Client’s or any Authorized End-User’s creation, use, or access of Derived Data or
Derived Material;
the combination, operation, or use of the Licensed Data with products, services,
data, or content not provided or expressly approved in writing by Tracenable, if the
IP Claim would have been avoided but for such combination;
any modification to the Licensed Data not made by Tracenable or its authorized
subcontractors;
Client’s use of an outdated version of the Licensed Data after Tracenable has
notified Client to discontinue such use;
Client’s breach of this BTOS, or any unauthorized or unlawful use of the Licensed
Data by Client, its Designated User, or its Authorized End-Users;
any Client Data or Client instructions complied with by Tracenable in good faith; or
use of the Service or Licensed Data not per Documentation or intended design.
If an IP Claim is made or, in Tracenable’s reasonable opinion, is likely to be made,
Tracenable may, at its sole opinion and expense:
procure Client's right to continue using the allegedly infringing Licensed Data;
replace or modify said Licensed Data to be non-infringing without materially
diminishing its core functionality/value; or
if Tracenable determines that options (i) and (ii) are
not commercially reasonable, terminate Client’s right to use the affected Licensed Data
or the Service upon written notice to Client.
This Section 17.1 states Tracenable’s
sole liability and Client’s exclusive remedy for any IP Claim covered hereunder.
17.2 Indemnification by Client: Client shall defend, indemnify, and hold harmless Tracenable,
its Affiliates, its licensors, and their respective officers, directors, employees, and agents from and
against any and all third-party Claims, and associated damages, awards, judgments, losses, liabilities,
obligations, fines, penalties, interest, fees, expenses (including reasonable attorneys’ fees and costs),
and costs awarded against Tracenable or agreed to in a settlement approved by Client (such approval not
to be unreasonably withheld), arising from or related to:
Client’s breach of any term of this BTOS, including any unauthorized use of the Service,
Licensed Data, Derived Data, or Derived Material;
Client’s gross negligence, intentional misconduct, or fraudulent acts or omissions, or that
of its Designated User or Authorized End-Users;
Claims that Client Data or Client's instructions to Tracenable infringe/misappropriate
third-party rights or violate law (including data protection laws);
Client’s breach of any of its representations or warranties made in this BTOS;
the creation, use, access, display, or distribution of Derived Data or Derived Material by
Client, its Designated User, or its Authorized End-Users, including any Claim that such
Derived Data or Derived Material infringes third-party rights (except to the extent such
Claim is covered by Tracenable's indemnification obligation in Section 17.1);
Any unauthorized access to, use of, disclosure of, or exposure of Licensed Data or Derived
Data by any third party that obtains such data from or through Client, its Designated User,
its Authorized End-Users, the Client’s Authorized Product, or through mechanisms Client
controls or is responsible for (including but not limited to compromised access
credentials); or
Any aspect of Client’s Authorized Product, including its functionality, content (excluding
unaltered Licensed Data or Derived Data properly displayed in strict accordance with this
BTOS for which an IP Claim would fall under Section 17.1), or use by Authorized End-Users.
17.3 Indemnification Procedure: Indemnification obligations are subject to the Indemnified Party:
promptly notifying the Indemnifying Party in writing of the Claim (delay only relieves
obligations to the extent of actual material prejudice caused);
giving the Indemnifying Party sole control of the Claim's defense and settlement (provided
the Indemnifying Party won't settle without Indemnified Party's prior written consent if
settlement involves Indemnified Party's admission of liability/fault, imposes ongoing
material obligations/restrictions (other than for Confidential Information or use
cessation), or doesn't unconditionally release Indemnified Party from all liability; such
consent not unreasonably withheld);
providing reasonable assistance/information/authority (at Indemnifying Party’s reasonable
out-of-pocket expense); and
the Indemnified Party may participate in defense with its own counsel at its own expense.
18. Governing Law, Dispute Resolution, and Equitable Relief
18.1 Governing Law: This BTOS is governed by and construed in accordance with the substantive
laws of Switzerland, without regard to its conflict of laws principles. The United Nations Convention
on Contracts for the International Sale of Goods (CISG) shall not apply.
18.2 Dispute Resolution; Arbitration:
Good Faith Negotiation: The parties agree to first attempt to resolve any dispute, controversy,
or claim arising out of or relating to this BTOS, including its validity, invalidity, breach,
or termination (a “Dispute”), through good faith negotiations between authorized representatives
of each party for a period of at least thirty (30) days from the date of written notice of the
Dispute from one party to the other.
Mandatory Arbitration: If the Dispute cannot be resolved through negotiation pursuant
to Section 18.2(a), such
Dispute shall, subject to Section 18.3 (Equitable Relief), be finally and exclusively resolved by binding arbitration administered
by the Swiss Arbitration Centre under the Swiss Rules of International Arbitration ("Swiss Rules")
in force when the Notice of Arbitration is submitted. One arbitrator shall be appointed per the
Swiss Rules. The seat of arbitration shall be Lausanne, Switzerland. Proceedings shall be in
English. The arbitral award is final and binding and may be entered in any court of competent
jurisdiction.
Waiver of Class Action: To the fullest extent permitted by law, each party waives any
right to participate in a class action lawsuit or class-wide arbitration regarding any Dispute.
18.3 Equitable Relief: Notwithstanding the provisions of Section 18.2(b), Client acknowledges that any breach of its obligations with respect to Intellectual Property
Rights or Confidential Information may cause Tracenable irreparable harm for which monetary damages
would be an inadequate remedy. Accordingly, Tracenable shall have the right to seek immediate
injunctive or other equitable relief in any court of competent jurisdiction in Switzerland (or any
other jurisdiction where Client, its assets, or its infringing or breaching activity may be found)
to protect its Intellectual Property Rights, enforce restrictions on use of the Service or Licensed
Data, or prevent or stop any actual or threatened breach of this BTOS (including confidentiality
obligations), without the necessity of posting a bond or proving actual damages, and without waiving
any other rights or remedies available at law or in equity.
18.4 Continued Performance: Unless this BTOS is terminated, and except for obligations directly
disputed, parties will continue good faith performance during any dispute resolution process.
19. General Provisions 19.1 Entire Agreement and No Reliance: This BTOS (including
Annex 1 and Documentation expressly incorporated
by reference, such as the Pricing Information and Privacy Policy) is the entire understanding and agreement
between the parties regarding its subject matter, superseding all prior and contemporaneous communications
(oral or written). Each party affirms it has not relied on any representation, assurance, or inducement
not expressly in this BTOS.
19.2 Assignment: Neither party may assign its rights or obligations under this BTOS without the
other’s prior written consent (not unreasonably withheld or delayed). However, Tracenable may assign
this BTOS fully without Client consent to an Affiliate or in connection with a merger, acquisition, corporate
reorganization, or sale of all or substantially all of its assets or business to which this BTOS relates.
Any attempted assignment violating this section is void. This BTOS binds successors and permitted assigns.
19.3 Relationship of the Parties: Parties are independent contractors. This BTOS creates no partnership,
franchise, joint venture, agency, fiduciary, or employment relationship. Neither party can bind the other.
19.4 Notices: All notices under this BTOS must be in writing and delivered by email. Notices to
Tracenable shall be sent to
legal@tracenable.com (or
such other email address as Tracenable may subsequently designate by notice). Notices to Client shall
be sent to the primary email address Client provides and maintains in its Account, which Client is responsible
for keeping current. An email notice is deemed received upon successful transmission, provided the sender
does not receive an automated delivery failure notification within twenty-four (24) hours. Either party
may update its email address for notices by providing written notice to the other party.
19.5 Severability: If a BTOS provision is held contrary to law, it will be modified by the court
and interpreted to best achieve original objectives per law; remaining provisions remain in effect. If
not modifiable, it's deemed severed; remaining provisions continue.
19.6 Waiver: No failure or delay by a party in exercising any right under this BTOS constitutes
a waiver of that or any other right. A waiver of one default is not a waiver of subsequent defaults.
Waivers must be written and signed by an authorized representative of the waiving party.
19.7 Force Majeure: Neither party is liable for performance failure/delay (except Fee payment)
from causes beyond reasonable control without its fault/negligence (e.g., acts of God, government actions,
war, terror, labor disputes (not own employees), epidemics, pandemics, internet/utility failures, DoS
attacks) ("Force Majeure Event"). The affected party will promptly notify the other and use commercially
reasonable efforts to mitigate effects.
19.8 Headings and Interpretation: Headings are for convenience only and don’t affect interpretation.
"Include," "includes," and "including" mean "without limitation." References to Sections/Annexes are
to this BTOS.
19.9 Language: This BTOS is in English. Translations are for convenience; English prevails in
conflict.
19.10 No Exclusivity: This BTOS is non-exclusive. Tracenable is free to offer services to others
(including Client competitors) and develop similar/competing products.
19.11 Export Control and Economic Sanctions: The Service and Licensed Data are subject to export/sanctions
laws. Client will comply strictly. Client shall not access, use, export, re-export, or transfer Service/Licensed
Data violating such laws (e.g., to embargoed countries, sanctioned parties, for prohibited end-uses)
without government authorization. Client warrants it is not on prohibited/restricted party lists and
not in/under control of a sanctioned country national/resident. Client is solely responsible for necessary
licenses/authorizations.
19.12 No Third-Party Beneficiaries: This BTOS creates no third-party beneficiary rights, except
Tracenable’s licensors are intended third-party beneficiaries of disclaimers, liability limitations,
and protections for Licensed Data they provide, and as explicitly stated in Documentation.