Terms of Service

Last updated: January 1, 2024

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These terms of service, together with any other agreements or terms incorporated by reference, including the Vecinity Privacy Statement available at https://www.traceloop.com/privacy (the "Terms") govern your use of the Services. These Terms constitute a binding and enforceable legal contract between Vecinity (dba Traceloop) and You. By accepting these Terms electronically by clicking a box indicating your acceptance, or by using the Services, you agree to these Terms. If you are entering into these Terms on behalf of a company or another legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms, in which case the term "You" will refer to such entity and its affiliates. If the legal entity that you represent does not agree with these Terms, you must not accept these Terms or use the Services.

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1. 1. Definitions

1. 1.1. "Account" means an online account registered by you for the purpose of using the Services.
2. 1.2. "Additional Services" means Services that You purchase, as distinguished from the Services which are provided for free and may inclue premium services and functions. Vecinity may, at its discretion, decide that Services which have heretofore been available without charge shall become Additional Services which are provided for a fee and such change shall become effective upon posting on Vecinity's website as set out in Section ‎15.2.
3. 1.3. "Connected Account" means any LLM (large language model), machine learning, deep learning and other artificial intelligence-based Third Party Service account or model which You connected to the Account via the Services to manage and evaluate Your Content in such or in relation to such Connected Accounts.
4. 1.4. "Content" means (i) any files, data, material and information submitted, uploaded and stored by You through the Services and/or (ii) input You share with Third Party Services and output generated by Third Party Services, which is connected with and made available to the Platform through the Services.
5. 1.5. "Platform" means Traceloop (or any other name used by Vecinity for such Platform), Vecinity's online solution for businesses to manage and evaluate Content shared with and generated by the Connected Accounts used by such businesses.
6. 1.6. "Services" means any applications, products, services (including any Additional Services, to the extent applicable), documentation, and software (including software development kits) made available through the Platform.
7. 1.7. "Third Party Services" means any services, products, software or application that is provided by a third party and interoperates with the Services. Such Third Party Services may be offered via a dedicated website or application.
8. 1.8. "User Data" means data relating to Your use of the Platform and Services in conjunction with the Connected Accounts, including but not limited to information related to:

1. 1.8.1. Your Connected Accounts, statistical data, device generated reports and audit logs,
2. 1.8.2. settings, preferences chosen, and resource usage,  
3. 1.8.3. free text submitted by You, and screen recording sessions.

1. 1.9. "We", "Us", "Vecinity" or "Our" for Customers whose principal place of business is located in the United States of America, Vecinity, Inc.. For Customers whose principal place of business is located outside the United States of America, Vecinity Israel Ltd.
2. 1.10. "You" or "Customer" means the company or other legal entity and its affiliates for which you are accepting these Terms.

1. 2. The Services

1. 2.1. Registration. Following the initial registration of an Account you will have the ability to access the Platform and use the Services in conjunction with Connected Accounts solely for the purpose of your business activity. We may update the Services from time to time, including adding or removing functions.
2. 2.2. Charges. Using the Services, other than Additional Services, is made available to you free of charge. We may charge you for Additional Services. If we charge any fees for Additional Services, the charges for such Additional Services, and any terms and conditions applicable thereto will be detailed in the applicable online description of such Additional Service.

1. 3. Registration and User Account

1. 3.1. Establishing an Account. You must register and establish an Account in order to use our Services. The Platform's integration with Connected Accounts may require registration, installation of necessary software or software development kit or action on your part, to enable the activation of Services in relation to such Connected Accounts. You may elect to have multiple Accounts; each Connected Account may only be registered to one Account at any given time. You may elect to have multiple Accounts; each Connected Account may only be registered to one Account at any given time.
2. 3.2. SSO. You may register an Account by logging into your account with certain third-party service accounts (“SSO”) including, but not limited to, Google (each such account, a “Third-Party Account”), as described below.  As part of the functionality of the Services, you may link your Account with Third-Party Accounts, by either: (i) providing your Third-Party Account login information to the Company through the Service; or (ii) allowing the Company to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of each Third-Party Account. By registering an Account through an SSO, You represent that you are entitled to disclose your Third-Party Account login information to the Company and/or grant the Company access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating the Company to pay any fees or making the Company subject to any usage limitations imposed by such third-party service providers.
3. 3.3. Account Information. You must safeguard and not disclose your Account username and password and you must supervise the use of such Account. You must provide us accurate and complete information in order to create an Account, including details of the Connected Accounts that are linked to the Account. You agree to keep your Account information up to date and accurate, including with regard to Connected Accounts. Any Services provided in connection with Connected Accounts associated with Your Account will be charged to your Account. YOU ARE SOLELY AND FULLY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF THE ACCOUNT USERNAMES AND PASSWORDS. YOU ARE SOLELY AND FULLY RESPONSIBLE FOR ALL ACTIVITIES THAT OCCUR UNDER THE ACCOUNT. You must notify us immediately of any unauthorized use of your Account or any other breach of security.
4. 3.4. Administrator. When you initially register for and create an Account, you are, or a party that you authorize is, the administrator ("Administrator"). Administrators may authorize additional individuals to access the Services through the same Account ("Users"). Users may include, for example, your employees, contractors and agents. These Terms apply to any User of the Services.
5. 3.5. Access Rights. The Administrator is responsible for Users’ access to the Services. Depending on the types of access rights the Administrator grants to Users, Users may be able to add or remove Connected Accounts, delete, copy, or view the Content and data accessible in your Account and subscribe or unsubscribe to Additional Services. The Administrator is solely responsible for the access to the Services granted to Users and it is the Administrator’s sole responsibility to add or remove access rights to Users. We are not responsible for the internal management or administration of the Services. You are responsible for Users’ compliance with these Terms. A violation of any provision of these Terms by a User may result in the termination of an Administrator’s or any User’s access to the Services. If you choose to close or terminate your access to a Service or Additional Service, Users will no longer be able to access such Service or any of the Content within such Service. Vecinity may from time to time send you communications, unless you have opted not to receive them.
6. 3.6. Deletion of Account. You may delete your Account at any time. Any Content and other information and data entered into the Services may be permanently deleted if you delete the Account.
7. 3.7. Use of Data. Vecinity may collect User Data, and You hereby grants Vecinity permission to collect User Data available on the Platform and to use such User Data to improve the Platform performance and functionality and improve services and support to Vecinity customers and for other business purposes including monitoring, statistical data gathering, diagnostics, comparative analyses, press and supplies utilization, complementary solutions usage, security and software integrity assurance, remote control and support and click performance tracking and billing.  Vecinity may further use User Data (i) to respond to duly authorized information requests of police, law enforcement, or other governmental authorities; (ii) to comply with any applicable law, regulation, subpoena, discovery request or court order; (iii) to investigate and help prevent security threats, fraud, or other illegal, malicious, or inappropriate activity; (iv) to enforce/protect the rights and properties of Vecinity or its affiliates or subsidiaries; or (v) with the prior informed consent of the data subject about whom the personally identifiable information pertains.

1. 4. Your Content

1. 4.1. License to Content. You retain all your existing rights in the Content. You grant us a worldwide, non-exclusive license to host, copy and use your Content as required in order to provide You with the Services. Subject to this limited license we do not acquire any right in your Content and You or your licensors retain all rights and ownership to your Content. You warrant that You have full rights to provide or make available to us any Content that You provide or make available through the Services. We have policies in place to limit the access of our employees to Content. Where policies permit access to the Content, it is only for the purpose of supporting You in your use of the Services.
2. 4.2. Responsibility for Content. The Services are not intended to be used as storage, backup or archiving services. It is your responsibility to back up your Content and you are responsible for any lost or unrecoverable Content.

1. 5. OTHER PRODUCTS AND SERVICES
2. We may allow you to integrate your Account with Third Party Services. We will not be responsible for any act or omission of the third party that provides the Third Party Services, including the third party's access to or use of Content, and we do not warrant or support any Third Party Services (including any Connected Account).
3. 6. Fees and Payment

1. 6.1. Payment Terms. You will pay, and You authorize Vecinity or any of Vecinity's resellers to charge using your selected payment method for, all fees with respect to Additional Services subscribed to by You. Fees are non-refundable except as required by law. Charges will be made   either in advance or in arrears as provided in the additional terms applicable to Additional Services, and either monthly, annually or any other billing frequency offered by Vecinity and selected by You. We will automatically renew your subscription to any Additional Services for the same subscription period. To cancel such automatic renewal you must unsubscribe to such Additional Service at least 10 days prior to the end of the applicable subscription period, or as otherwise stated in the online description of the Additional Services.
2. 6.2. Billing Information. You are responsible for providing complete and accurate billing and contact information and to update us of any changes to such information.  Billing may be performed by a third party service provider of Vecinity. We may suspend or terminate the Services if fees are past due.
3. 6.3. Taxes. Our fees do not include taxes, levies or duties, such as value added tax, sales or use tax and any other similar charges. We will charge tax if we are required to do so.

1. 7. Use Obligations and Restrictions

1. 7.1. Obligations. You agree to do each of the following in connection with your use of the Services: (i) comply with all applicable laws, rules and regulations, including those regarding data privacy, intellectual property rights and export control; (ii) pay the fees for the Services, if applicable, when due; (iii) use reasonable security precautions for providing access to the Services by your Users, customers or other individuals to whom You provide access.
2. 7.2. Restrictions. You must not misuse the Services. For example, you may not, whether by yourself or anyone on your behalf (a) sell, resell, or lease the Services or access or attempt to access the Services by any means other than the interface we provided or authorized; (b) circumvent any access or use restrictions put into place to prevent certain uses of the Services; (c) use the Services to store, share or transmit content which is unlawful, infringing, harmful or which violates any person’s rights, including privacy rights and intellectual property rights; (d) attempt to disable, impair, or destroy the Services, or Platform; or (e)  reverse engineer or decompile the Services, attempt to do so, or assist anyone in doing so.

1. 8. Intellectual Property Rights

1. 8.1. Retention of Rights. All rights not expressly granted to You under these Terms are reserved by Vecinity and its licensors. We and our licensors reserve all rights, title and interest to the Services, the Platform and any of their related intellectual property rights. The Terms do not convey to You an interest in or to Vecinity’s intellectual property rights. Nothing in the Terms constitutes a waiver of Vecinity’s Intellectual Property Rights under any law.
2. 8.2. Feedback. To the extent You provide us any feedback, comments or suggestions ("Feedback"), you grant us a royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into the Services or any of our current or future products or services.

1. 9. Indemnification
2. You will indemnify, defend, and hold harmless Vecinity, its affiliates, resellers, employees and agents (the "Indemnified Parties") from and against all liabilities, damages, and costs (including reasonable attorneys' fees) arising out of any claim, demand, suit or proceeding by a third party alleging that your Content or your use of the Services infringes or misappropriates a third party’s intellectual property rights or violates applicable law or that your use of the Services is in violation of these Terms.
3. 10. Disclaimers of Warranties

1. 10.1. THE SERVICES ARE PROVIDED ON AN "AS IS", AND "AS AVAILABLE" BASIS, AND VECINITY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO RELIABILITY OF SERVICE, WARRANTIES OF NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. WE DISCLAIM ALL LIABILITY AND ANY OBLIGATIONS FOR ANY HARM OR DAMAGE CAUSED BY ANY THIRD PARTY HOSTING PROVIDERS.
2. 10.2. OTHER THAN AS EXPRESSLY STATED IN THE TERMS WE DO NOT WARRANT THAT THE SERVICES WILL BE SECURE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF DEFECTS.

1. 11. Limitation of Liability

1. 11.1. IN NO EVENT WILL VECINITY BE LIABLE FOR (I) INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR (II) LOSS OF PROFITS OR REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, IN EACH CASE ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF VECINITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. 11.2. IN NO EVENT WILL VECINITY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR TO THE SERVICES EXCEED AN AMOUNT GREATER OF (I) US$100.00 OR (II) THE FEES PAID BY YOU FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 12 MONTHS PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
3. 11.3. THESE LIMITATIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

1. 12. Term and Termination

1. 12.1. Term. These Terms commence on the date you first accept them and will remain in effect until your subscription to the Services expires or terminates, or until these Terms are terminated.
2. 12.2. Termination. You may stop using the Services at any time and you may delete your Account. We may suspend or terminate your access to the Services at any time at our discretion and without notice if You do not comply with these Terms. Upon termination of the Services to You, the Account will be terminated, and from the date of termination You will no longer be able to access your Account.
3. 12.3. Survival. The provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive. Without limiting the generality of the foregoing, the Intellectual Property Rights, Disclaimers of Warranties, Limitation of Liability, Governing Law and Jurisdiction and General sections, will survive the termination or expiration of the Terms.

1. 13. Governing Law and Jurisdiction
2. For Customers whose principal place of business is located in the United States of America, these Terms shall be governed by the laws of the state of New York excluding rules as to choice and conflicts of law and the courts in the state of New York will have jurisdiction. For Customers whose principal place of business is located outside the United States of America, these Terms shall be governed by the laws of the state of Israel excluding rules as to choice and conflicts of law and the courts in Tel Aviv, Israel will have jurisdiction. You and Vecinity agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.
3. 14. Publicity
4. As long as it is a customer of Vecinity, Vecinity may use Customer's name, trademark and logo in publication of Vecinity's customers without payment of royalties. In addition, Vecinity, may, subject to Customer’s prior approval of the specific content (which shall not beunreasonably withdrawn), issue success stories, publicity or general marketing communications concerning its involvement with the Customer.
5. 15. General

1. 15.1. Export Restrictions. The Services may be subject to export laws and regulations of the United States and other jurisdictions. You will not permit Users to access or use the Services in any country which is subject to an embargo by the United States and shall not use the Services in violation of any other export restriction. In addition, You shall not provide the Services to persons on the United States Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.
2. 15.2. Changes to Terms. Vecinity may change the Terms from time to time, and such change will become effective upon the date on which it is posted on the Platform website. You are responsible for checking the website regularly for such changes. By continuing to access or use the Services you agree to be bound by the revised Terms.
3. 15.3. Severability. If any part of these Terms is deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from the rest of these Terms and shall not affect the validity and enforceability of any of the remaining provisions of these Terms. In such cases, the part deemed invalid or unenforceable shall be construed in a manner consistent with applicable law to reflect, as closely as possible, the original intent of the parties.
4. 15.4. Waiver. No waiver by us of a breach of any of the provisions of terms of these Terms shall be construed as a waiver of any preceding or succeeding breach of any of the provisions of these Terms.
5. 15.5. Relationship. Nothing in these Terms shall be construed as creating any agency, partnership, trust arrangement, fiduciary relationship or any other form of joint enterprise between you and Vecinity.
6. 15.6. Entire Agreement. These Terms contain the entire agreement between Vecinity and You relating to your use of the Services and supersedes any and all prior agreements between Vecinity and You in relation to the same. You confirm that, in agreeing to accept these Terms, You have not relied on any representation except as has expressly been made by Vecinity in these Terms.
7. 15.7. Assignment. You may not assign your rights or delegate your obligations under these Terms without Vecinity’s prior written consent. Any purported assignment contrary to this section will be null and void. Vecinity may assign its obligations hereunder among the various Vecinity entities within the Vecinity Inc. group, by a change to the definition of Vecinity hereunder which change will become effective upon posting on the Platform website.
8. 15.8. No Third Party Rights. There are no third-party beneficiaries to these Terms. Without limiting this section, Users are not third-party beneficiaries to your rights under these Terms.

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