Effective Date: November 14, 2017
IMPORTANT NOTICE: DISPUTES ABOUT THESE TERMS AND THE SERVICES PROVIDED BY Traken ARE SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN THE "MANDATORY ARBITRATION AND CLASS ACTION WAIVER" SECTION BELOW. These User Terms of Service (the "Terms") create a legal agreement between you (a "User") and Traken, Inc. ("Traken," "we," "our"). These Terms govern your use of the services, software and websites (together, the "Services") provided by Traken. By accessing or using the Services, you acknowledge and agree that you have read, understand, and agree to be bound by these Terms, our Acceptable Use Policy , and our Privacy Policy . If you do not agree to these Terms, then you have no right to access or use the Services. Organizations or other third parties that have paid for a subscription to Traken for use by their team ("Customers") must separately agree to our Subscriber Agreement or enter into a written agreement with us (in either case, "Subscriber Agreement"). That Subscriber Agreement permits Customers to create and configure teams and invite others ("End Users") to join. If you have been invited to a team created by a Customer, you acknowledge and agree that the Customer owns all content that you submit or upload to the Services and controls your use of the Services in accordance with applicable local laws, including but not limited to adding or removing you from a team, enabling or disabling third-party integrations, managing permissions, and accessing, modifying, or removing content that you submit or upload to the Services. We may, from time to time, modify these Terms. Please check this page periodically for updates. If you do not agree to, or cannot comply with, the modified Terms, you must stop using the Services. The updated Terms will take effect upon their posting and will apply on a going-forward basis, unless otherwise provided in a notice to you, and except as provided in the Mandatory Arbitration and Class Action Waiver section of these Terms. Your continued use of the Services after any such update constitutes your binding acceptance of such changes.
1.1 Eligibility. To use the Services you must be, and represent and warrant that you are, at least 13 years of age and competent to agree to these Terms. If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity's behalf and bind them to these Terms (in which case, the references to "you" and "your" in these Terms, except for in this sentence, refer to that organization or entity). If Traken has previously prohibited you from accessing or using the Services, you are not permitted to access or use the Services.
1.2 Use Outside the United States of America. The Services are controlled and operated by Traken from its offices in the United States of America. Traken makes no representations that the Services are appropriate for use in other locations. Those who access or use the Services from other locations do so at their own risk and are responsible for compliance with local law. Traken may offer services in other jurisdictions in which case a different version of these Terms may apply and will be presented to you on such services.
2.1 Account Registration and Confidentiality. To access the Services, you must register for an Traken account by providing an email address and creating a password, and providing us with other information that we request. You agree to provide us with accurate, complete, and current registration information about yourself. It is your responsibility to ensure that your password remains confidential and secure. By registering, you agree that you are fully responsible for all activities that occur under your user name and password. We may assume that any communications we receive under your account have been made by you.
2.2 Unauthorized Account Use. You are responsible for notifying us at [email protected] if you become aware of any unauthorized use of or access to your account. You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your account. Traken will not be liable for any loss, damages, liability, expenses or attorneys' fees that you may incur as a result of someone else using your password or account, either with or without your knowledge and/or authorization, and regardless of whether you have or have not advised us of such unauthorized use. You will be liable for losses, damages, liability, expenses and attorneys' fees incurred by Traken or a third party due to someone else using your account.
The Services are owned and operated by Traken and contain materials (including all software, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and services marks) which are derived in whole or in part from materials supplied by Traken and its partners, as well as other sources, and is protected by United States copyright laws, international treaty provisions, trademarks, service marks and other intellectual property laws. The Services are also protected as a collective work or compilation under U.S. copyright and other law and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Services. You acknowledge that the Services have been developed, compiled, prepared, revised, selected, and arranged by Traken and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitute valuable intellectual property of Traken and such others. You agree to protect the proprietary rights of Traken and all others having rights in the Services during and after the term of these Terms and to comply with all reasonable written requests made by Traken or its suppliers and licensors (collectively, "Suppliers") of content or otherwise to protect their and others' contractual, statutory, and common law rights in the Services. You agree to notify Traken immediately upon becoming aware of any claim that the Services infringe upon any copyright, trademark, or other contractual, statutory, or common law rights. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including without limitation rights in and to all applications and registrations relating to the Services shall, as between you and Traken, at all times be and remain the sole and exclusive property of Traken. Any unauthorized use of any material contained on or through the Services may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.
4.1 User Content and Submissions. The Services allow you to create tasks and submit associated information, text, files, and other materials (collectively, "User Content") and to share that User Content with others. User Content submitted or otherwise made available ("submitted") to the Services is subject to the following terms:
4.1.1 Free User Content. Users of Traken's free Services maintain ownership of the User Content that they submit to the Services ("Free User Content"). By submitting Free User Content, Users grant Traken a license to use, copy, reproduce, process, adapt, publish, transmit, host and display that Free User Content. We reserve the right to remove any Free User Content on the Services that violates these Terms or that is otherwise objectionable in Traken 's sole discretion.
4.1.2 End User Content. Content submitted to the Services by End Users of Customer accounts ("End User Content") is owned and controlled by the Customer as set forth in the introduction to these Terms and the Subscriber Agreement. Traken maintains a limited, non-exclusive and non-transferrable (except in connection with the sale or transfer of its business) license to access, use, copy, reproduce, process, adapt, publish, transmit and display End User Content for the limited purposes of (i) providing the Services and associated Customer and End User support; (ii) displaying the End User Content to the Customer and other End Users; and (iii) analyzing and improving the Services.
4.2 User Content Representations. You acknowledge and agree that you have all required rights to submit User Content without violation of any third-party rights. You understand that Traken does not control, and is not responsible for, User Content, and that by using the Services, you may be exposed to User Content from other users that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. Please also note that User Content may contain typographical errors, other inadvertent errors or inaccuracies. You agree that you will indemnify, defend, and hold harmless Traken for all claims resulting from User Content you post. We reserve the right, at our own expense, to assume the exclusive defense and control of such disputes, and in any event you will cooperate with us in asserting any available defenses.
5.1 Your License. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable right to access and use the Services only for your own internal, personal, or non-commercial use, and only in a manner that complies with all legal requirements that apply to you or your use of the Services, including the Traken Privacy Policy, these Terms, and if applicable, the Subscriber Agreement. Traken may revoke this license at any time, in its sole discretion. Upon any such revocation, you must promptly destroy all materials downloaded or otherwise obtained from the Services, as well as all copies of such materials, whether made in accordance with these Terms or otherwise.
5.2 Acceptable Use. Your use of Traken must comply at all times with our Acceptable Use Policy .
5.3 Violations. In addition to any other remedies that may be available to us, Traken reserves the right to immediately suspend or terminate your account or your access to the Services upon notice and without liability for Traken should you fail to abide by the terms of this Section 5. If you are an End User, Traken reserves the right to notify the Customer account owner of any violations of this Section 5, and the Customer retains the right to terminate your access to the Customer's account for any reason.
You acknowledge, consent, and agree that Traken may access, preserve, and disclose your information and/or any User Content you submit to the Services if required to do so by law or in a good faith belief that such access, preservation, or disclosure is permitted by Traken's Privacy Policy or reasonably necessary or appropriate for any of the following reasons: (1) to comply with legal process; (2) to enforce these Terms, our Privacy Policy, or other contracts with you, including investigation of potential violations thereof; (3) to respond to claims that any content violates the rights of third parties; (4) to respond to your requests for customer service; and/or (5) to protect the rights, property, or personal safety of Traken, its agents and affiliates, its users, and the public. This includes exchanging information with other companies and organizations for fraud protection, and spam/malware prevention, and similar purposes.
For information about how we collect, use, and share the data we collect from and about you, please see our Privacy Policy which is incorporated by reference into these Terms.
THE SERVICES AND ITS CONTENTS, WHETHER PROVIDED BY Traken, ITS LICENSORS, ITS VENDORS OR ITS USERS, AND OTHER INFORMATION ON OR ACCESSIBLE FROM THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY, REPRESENTATION, CONDITION, OR GUARANTEE OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES, REPRESENTATIONS, CONDITIONS OR GUARANTEES OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ALL OF WHICH ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. SPECIFICALLY, BUT WITHOUT LIMITATION, Traken DOES NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE ON THE SERVICES IS FREE OF ERRORS; (ii) THE FUNCTIONS OR FEATURES (INCLUDING BUT NOT LIMITED TO MECHANISMS FOR THE DOWNLOADING AND UPLOADING OF CONTENT) WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IN NO EVENT SHALL Traken OR ITS AFFILIATES, LICENSORS, VENDORS, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR OTHER REPRESENTATIVES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES), ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, ANY MATERIALS, INFORMATION, OR RECOMMENDATIONS APPEARING ON THE SERVICES, OR ANY LINK PROVIDED ON THE SERVICES, WHETHER OR NOT Traken HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER BASED UPON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, VIOLATION OF STATUTE, OR OTHERWISE. THIS EXCLUSION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. IN ANY EVENT, OUR AGGREGATE LIABILITY WILL NOT EXCEED THE AMOUNT PAID FOR THE PRODUCT OR SERVICE TO WHICH THE CLAIM RELATES OR, IF THE CLAIM DOES NOT RELATE TO A PRODUCT OR SERVICE, $100. Traken DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY WEBSITE FEATURED OR LINKED TO THROUGH THE SERVICES, AND Traken WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. Traken WILL NOT BE LIABLE FOR THE OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY. YOU VOLUNTARILY ASSUME THE RISK OF HARM OR DAMAGE FROM THE FOREGOING. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND TO THE FULLEST EXTENT PERMITTED BY LAW. If you are a California resident, you hereby waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." This release includes the criminal acts of others.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages such as above in Section 8. Accordingly, some of the above limitations may not apply to you. If you are a New Jersey resident, or a resident of another state that permits the exclusion of these warranties and liabilities, then the limitations in Section 8 specifically do apply to you.
YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD Traken AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, SHAREHOLDERS, OR REPRESENTATIVES (AND ALL SUCCESSORS AND ASSIGNS OF ANY OF THE FOREGOING), HARMLESS FROM AND AGAINST ANY CLAIM OR DEMAND, INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS, MADE BY ANY THIRD PARTY IN CONNECTION WITH OR ARISING OUT OF YOUR USE OF THE SERVICES, YOUR CONNECTION TO THE SERVICES, YOUR VIOLATION OF THE TERMS OR Traken PRIVACY POLICY, YOUR VIOLATION OF AN APPLICABLE LAW, YOUR SUBMISSION, POSTING, OR TRANSMISSION OF USER CONTENT TO THE SERVICES, AND/OR YOUR VIOLATION OF ANY RIGHTS OF ANOTHER. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF SUCH DISPUTES, AND IN ANY EVENT YOU WILL COOPERATE WITH US IN ASSERTING ANY AVAILABLE DEFENSES.
The Services may provide (1) information and content provided by third parties; (2) links to third-party websites or resources, such as sellers of goods and services; and (3) third-party products and services for sale directly to you. Traken is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for (i) any content, advertising, products, or other materials on or available from such sites or resources, (ii) any errors or omissions in these websites or resources, or (iii) any information handling practices or other business practices of the operators of such sites or resources. You further acknowledge and agree that Traken shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any linked sites or resources. Your interactions with such third parties will be governed by the third parties' own terms of service and privacy policies, and any other similar terms.
12.1 Modification of Services. Traken reserves the right at any time to modify or discontinue, temporarily or permanently, the Services (or any part thereof), with or without notice. You agree that Traken shall not be liable to you or any third party for any modification, suspension or discontinuance of the Services.
12.2 Termination. These Terms are effective unless and until terminated by you or us. We may, in our sole and absolute discretion, deny you access to all or part of the Services at any time for any or no reason at all, with or without notice to you. If we terminate your right to access the Services, these Terms will terminate and all rights you have to access the Services will immediately terminate; however, certain provisions of these Terms will still apply post termination, including without limitation, the Mandatory Arbitration and Class Action Waiver provisions. Termination of your account may also include, at Traken's sole discretion, the deletion of your account and/or User Content.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
13.1 Application. You and Traken agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. This Section 13 is intended to be interpreted broadly and governs any and all disputes between us including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before these Terms or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the termination of these Terms. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below.
13.2. Initial Dispute Resolution. Most disputes can be resolved without resort to arbitration. If you have any dispute with us, you agree that before taking any formal action, you will contact us at [email protected] and provide a brief, written description of the dispute and your contact information (including your username, if your dispute relates to an account). Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with Traken, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.
13.3 Binding Arbitration. If the parties do not reach an agreed-upon solution within a period of thirty (30) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims, (except as provided in section 13.7 below) subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms (including the Terms' formation, performance, and breach), the parties' relationship with each other, and/or your use of Traken shall be finally settled by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Consumer Arbitration Rules. The AAA rules will govern payment of all arbitration fees. Traken will pay all arbitration fees for claims less than $75,000. If you receive an arbitration award that is more favorable than any offer we make to resolve the claim, we will pay you $1,000 in addition to the award. Traken will not seek its attorneys' fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
13.4 Arbitrator's Powers. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms including but not limited to any claim that all or any part of these Terms is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
13.5 Filing a Demand. To start an arbitration, you must do the following: (a) Write a Demand for Arbitration ("Demand") that (i) briefly explains the dispute, (ii) lists your and Traken's names and addresses, (iii) specify the amount of money in dispute, if applicable, (iv) identify the requested location for a hearing if an in-person hearing is requested, and (v) state what you want in the dispute; (b) Send one copy of the Demand to the AAA, along with a copy of these Terms and the filing fee required by the AAA; and (c) Send one copy of the Demand for Arbitration to us at [email protected] .
The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. If you are a resident of the United States, arbitration may take place in the county where you reside at the time of filing, unless you and we both agree to another location or telephonic arbitration. For individuals residing outside the United States, arbitration shall be initiated in San Francisco County, California, United States, and you and Traken agree to submit to the personal jurisdiction of any federal or state court in San Francisco County, California, United States, in order to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
13.6 Class Action Waiver. The parties further agree that the arbitration shall be conducted in the party's respective individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND Traken AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
13.7 Exception: Litigation of Intellectual Property and Small Claims Court Claims. Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court with jurisdiction or in the U.S. Patent and Trademark Office to protect its intellectual property rights ("intellectual property rights" means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in small claims court in San Francisco, California for disputes or claims within the scope of that court's jurisdiction.
13.8 30-Day Right to Opt Out. You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt out to [email protected] with the subject line, "ARBITRATION AND CLASS ACTION WAIVER OPT-OUT." The notice must be sent within the later of 30 days of your first use of the Site or within 30 days of changes to this section being announced on the Site. Otherwise you shall be bound to arbitrate disputes in accordance with the terms of these paragraphs. If you opt out of these arbitration provisions, Traken also will not be bound by them.
13.9 Changes to This Section. Traken will provide thirty (30) days' notice of any changes to this section by posting on the Services. Amendments will become effective thirty (30) days after they are posted on the Services or sent to you by email. Changes to this section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day. If a court or arbitrator decides that this subsection on "Changes to This Section" is not enforceable or valid, then this subsection shall be severed from the section entitled Mandatory Arbitration and Class Action Waiver, and the court or arbitrator shall apply the first Mandatory Arbitration and Class Action Waiver section in existence after you began using the Services.
13.10 Survival. This Mandatory Arbitration and Class Action Waiver section shall survive any termination of your use of the Services.
These Terms shall be construed in accordance with and governed by the laws of California notwithstanding its conflicts of law principles. Any dispute arising out of these terms and conditions or the use of this site shall be initiated and conducted in the state or federal courts of San Francisco County, California, and you and Traken consent to the exclusive jurisdiction of such courts.
15.1 Force Majeure. Under no circumstances shall Traken or its licensor or supplier be held liable for any delay or failure in performance resulting directly or indirectly from an event beyond its reasonable control.
15.2 No Waiver. No waiver of any provision of these Terms will be binding unless in writing, no waiver of any provisions of these Terms will be deemed a further or continuing waiver of such provision or any other provision, and the failure of Traken to exercise or enforce any right or remedy in these Terms does not waive that right or remedy. If an arbitrator or a court of competent jurisdiction finds any provision of these Terms to be invalid, the parties agree that the court should endeavor to give effect, to the maximum extent permitted by law, to the parties' intentions as reflected in the provision, and the other provisions of these Terms will remain in full force and effect.
15.3 Third-Party Beneficiaries. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.
15.4 Statute of Limitations. Except for residents of New Jersey, you agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Services and/or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
15.5 Miscellaneous. These Terms (and all terms and conditions incorporated herein) constitute the entire agreement between you and Traken and govern your use of the Services, and supersede any prior agreements between you and Traken on the subject matter. These Terms, and any rights or licenses granted hereunder, may not be assigned or delegated by you. These Terms, and any rights or licenses granted hereunder, may be assigned or delegated by Traken without restriction. These Terms bind and inure to the benefit of each party and the party's successors and permitted assigns. These Terms may not be modified by an oral statement by a representative of Traken. No agency, partnership, joint venture or employee-employer relationship is intended or created by these Terms. You agree that any agreements made by and between you and us in electronic form are as legally binding as if made in physical written form. If you are using the Services for or on behalf of the U.S. government, your license rights do not exceed those granted to non-government consumers. The section titles in these Terms are for convenience only and have no legal or contractual effect. Any provision of these Terms that by its nature is reasonably intended to survive beyond termination of these Terms shall survive.
15.6 Notices. We may deliver notice to you by e-mail, posting a notice on the Services or any other method we choose and such notice will be effective on dispatch. If you give notice to us, it will be effective when received and you must use the following physical or email address: (1) Traken, Inc. 123 Harbor Wood Cir, Safety Harbor FL, 34695; or (2) [email protected] .
If you have any questions about these Terms, please contact us at [email protected] .
Effective Date: November 14, 2017
This Privacy Policy describes Traken's practices regarding the collection, use and disclosure of the information we collect from and about you when you use Traken's web-based and mobile applications and Traken's websites (including Traken.net, wavelength.com, blog.Traken.net, community.Traken.net) that link to this Policy (the "Services"). By accessing or using the Services, you agree to this Privacy Policy, our Terms of Service , and our Acceptable Use Policy .
IF YOU DO NOT AGREE TO THIS PRIVACY POLICY, PLEASE DO NOT USE THE SERVICES.
This Privacy Policy contains the following sections:
Traken collects a variety of information that you provide directly to us. We process your information when necessary to provide you with the Services that you have requested when accepting our Terms of Service, or where we have obtained your prior consent, or where we have a legitimate interest to do so. For example, we may have a legitimate interest to process your information for security, testing, maintenance, and enhancement purposes of the Services we provide to you, or for analytics, research, and reporting purposes. Without your information, we cannot provide you with the Services you have requested or you may be limited in your use of the Services.
Traken collects information from you through:
Information from and about you. The types of information we collect will depend upon the Services you use, how you use them, and what you choose to provide. The types of data we collect directly from you may include: - Name, address, telephone number and email address - Optional information, such as a photograph, that you elect to associate with your account (your "Profile Information") - Log-in details and password, if you create an Traken account - With your permission, calendar information stored on your mobile device - Any email requests or questions you submit to us - Demographic information such as your gender - User-generated content you post in public online Traken forums (e.g., the Traken Blog)
Content. In using the Services, you may upload
or input various types of content, including
but not limited to: tasks, attachments, project
names, team names, and conversations (together,
the "Content"). If you are using the Services
in connection with an account created by an
Traken Customer (e.g., employer, organization,
or an individual), we collect and process the
Content you submit on behalf of the Customer.
As described more throughout this Policy, our
Customers, and not Traken, determine their own
policies regarding storage, access,
modification, deletion, sharing, and retention
of Content which may apply to your use of the
Services. For example, a Customer may provide
or remove access to the Services, enable or
disable third party integrations, manage
permissions, retention and export settings,
transfer or assign teams, or share projects.
Please check with the Customer about the
policies and settings that they have instituted
with respect the Content that you provide when
using the Services. Payment Information. If you
are a user of our paid premium service, we will
utilize a third party credit card payment
processing company to collect payment
information, including your credit card number,
billing address and phone number. The third
party service provider, and not Traken, stores
your payment information on our behalf.
Information about others. If you choose to use
our invitation service to invite a friend to
the Services, we will ask you for that person's
contact information, which may include their
email address or their social network identity,
and automatically send an invitation. Traken
stores the information you provide to send the
invitation, to register your friend if your
invitation is accepted, and to track the
success of our invitation service.
When you use our Services that connect to the Internet, including, but not limited to, when you access the Services via our websites, your mobile devices, and Traken software/applications, we automatically collect certain information as described in this Section. As discussed further below, we and our service providers (which are third party companies that work on our behalf to provide and enhance the Services) use a variety of technologies, including cookies and similar tools, to assist in collecting this information.
Log Files When you use the Services, our servers automatically record certain information in server logs. These server logs may include information such as your web request, Internet Protocol ("IP") address, browser type and settings, referring / exit pages and URLs, number of clicks and how you interact with links on the Services, metadata associated with uploaded Content, domain names, landing pages, pages viewed, mobile carrier, date and time stamp information and other such information.
Device Identifiers When you access the Services using a mobile device, we collect specific device information, including your MAC address and other unique device identifiers. We also collect information such as the type of device you are using, its operating system, and mobile network information, which may include your mobile phone number. We may associate this device identifier with your account and will use data associated with your device identifier to customize our Services to your device and to analyze any device-related issues.
Location Information. We collect and process general information about the location of the device from which you are accessing the Service (e.g., approximate geographic location inferred from an IP address).
If you choose to use third-party integrations (e.g., OneDrive, Unito, Wufoo, Slack) through the Services or are required to do so by a Customer, such providers may allow us and our service providers to have access to and store additional information about your interaction with those services and platforms as it related to use of the Services. If you do not wish to have this information shared, do not initiate these connections.
Traken may receive additional information about you, such as demographic information, from affiliates under common ownership and control, and from third parties, such as business partners, marketers, researchers, analysts, and other parties that we may use to supplement the information that we collect directly from you.
Sometimes, we may use the information we collect - for instance, usernames, IP addresses and unique mobile device identifiers - to locate or try to locate the same unique users across multiple browsers or devices (such as smartphones or tablets), or work with service providers that do this, in order to save your preferences across devices and analyze usage of the Services. If you wish to opt out of our ability to track you across devices, you may install the Google Analytics Opt-out Browser Add-on by clicking here .
To collect the information in the "Information We Automatically Collect" section above, we and our service providers use Internet server logs, cookies, tags, SDKs, tracking pixels, and other similar tracking technologies. A web server log is a file where website activity is stored. An SDK is a section of code that we embed in our applications and software to allow third parties to collect information about how users interact with the Services. A cookie is a small text file that is placed on your computer or mobile device when you visit a site, that enables us to: (i) recognize your computer and login session; (ii) store your preferences and settings; (iii) understand which web pages of the Services you have visited; (iv), enhance your user experience by delivering and measuring the effectiveness of content and advertising tailored to your interests; (v) perform analytics; and (vi) assist with security and administrative functions. Tracking pixels (sometimes referred to as web beacons or clear GIFs) are tiny electronic tags with a unique identifier embedded in websites, online ads and/or email, and that are designed to provide usage information like ad impressions or clicks, email open rates, measure popularity of the Services and associated advertising, and to access user cookies. As we adopt additional technologies, we may also gather information through other methods.
Please note that you can change your settings to notify you when a cookie is being set or updated, or to block cookies altogether. Please consult the "Help" section of your browser for more information (e.g., Internet Explorer; Google Chrome; Mozilla Firefox; or Apple Safari).
We use your information (including any information that we collect, as described in this Privacy Policy) for various purposes depending on the types of information we have collected from and about you and the specific Traken Services you use, including to:
Content. You can exercise certain control how your Content is used by/shared with others via your settings on the Services. Traken may view and share your Content only as necessary (i) to maintain, provide and improve the Service; (ii) prevent or address technical or security issues and resolve support requests; (iii) if we have a good faith belief, or have received a complaint alleging, that such Content is in violation of our Acceptable Use Guidelines ; (iv) as reasonably necessary to allow Traken to comply with or avoid the violation of applicable law or regulation; (v) to comply with a valid legal subpoena, request, or other lawful process that meets the requirements of our Law Enforcement Guidelines ; and (vi) as set forth in our Subscription Agreement with the Customer or as expressly permitted in writing by the Customer. We may also analyze your User Content in aggregate and on an anonymized basis, in order to better understand the manner in which our Service is being used.
Combined Information. You consent that, for the purposes discussed in this Policy, we may combine the information that we collect through the Services with information that we receive from other sources, both online and offline, and use such combined information in accordance with this Policy.
Aggregate/De-Identified Data. We may aggregate and/or de-identify information collected through the Services so that such information can no longer be linked to you or your device ("Aggregate/De-Identified Information"). We may use Aggregate/De-Identified Information for any purpose, including without limitation for research and marketing purposes, and may also share such data with any third parties, including advertisers, promotional partners, sponsors, event promoters, and/or others. By using the Services, you consent to such use.
We use third-party web analytics services (e.g., Google Analytics) on our Services to collect and analyze the information discussed above, and to engage in auditing, research and reporting. The information (including your IP address) collected by various analytics technologies described in the "Cookies and Similar Technologies" section will be disclosed to or collected directly by these service providers, who use the information to evaluate your use of the Services, including by noting the third-party website from which you arrive, analyzing usage trends across Traken products and mobile devices, assisting with fraud prevention, and providing certain features to you. To prevent Google Analytics from using your information for analytics, you may install the Google Analytics Opt-out Browser Add-on by clicking here .
If you receive email from us, we may use certain analytics tools, such as clear GIFs to capture data such as when you open our message or click on any links or banners our email contains. This data allows us to gauge the effectiveness of our communications and marketing campaigns.
Third parties or affiliates may administer Traken banner advertising programs and other online marketing on non-Traken websites and services. To do so, these parties may set and access first-party cookies delivered from an Traken domain, or they may use third-party cookies or other tracking mechanisms. For example, a third-party provider may use the fact that you visited the Traken website to target online ads for Traken services to you on non-Traken websites. Or a third-party ad network might collect information on the Services and other websites to develop a profile of your interests and target advertisements to you based on your online behavior. These parties that use these technologies may offer you a way to opt out of ad targeting as described below. You may receive tailored advertising on your computer through a web browser.
If you are interested in more information about tailored browser advertising and how you can generally control cookies from being put on your computer to deliver tailored advertising, you may visit the Network Advertising Initiative's Consumer Opt-Out link or the Digital Advertising Alliance's Consumer Opt-Out link to opt-out of receiving tailored advertising from companies that participate in those programs. To opt out of Google Analytics for display advertising or customize Google display network ads, you can visit the Google Ads Settings page . Please note that we do not control any of the above opt-out links or whether any particular company chooses to participate in these opt-out programs. We are not responsible for any choices you make using these mechanisms or the continued availability or accuracy of these mechanisms.
There is no uniform or consistent standard or definition for responding to, processing, or communicating Do Not Track signals. At this time the Services do not function differently based on a user's Do Not Track signal. For more information on Do Not Track signals, see All About Do Not Track .
Traken will share your information in the following ways:
We provide you with a number of choices with respect to the information we collect and use as discussed throughout this Privacy Policy. For example: - You may instruct us not to use your contact information to contact you by email, postal mail or phone regarding products, services, promotions and special events that might appeal to your interests by contacting us - see the Traken Contact Info section below. In commercial email messages, you can also opt out by following the instructions located at the bottom of such emails. Please note that, regardless of your request, we may still use and share certain information as permitted by this Privacy Policy or as required by applicable law. For example, you may not opt out of certain operational or service-related emails, such as those reflecting our relationship or transactions with you. - Through your account interface, you may opt-out of receiving categories of Services-related notices that are not deemed by Traken to be integral to your use of the Services. - Depending on whether you are using our free services or are a user of a paid premium account that belongs to a Customer, you will have certain choices regarding how to make tasks, projects, and teams private. For more information on how this works, please see the " Permissions Section " of our help guide.
The Services contain links to third-party websites such as social media sites, and also contain third-party integrations. If you choose to use these sites or integrations, you may disclose your information not just to those third-parties, but also to their users and the public more generally depending on how their services function. Because these third-party websites and services are not operated by Traken, Traken is not responsible for the content or practices of those websites or services. The collection, use, and disclosure of your personal and other information will be subject to the privacy policies of the third party websites or services, and not this Policy. We urge you to read the privacy and security policies of these third-parties.
The Services are intended for general audiences and not for children under the age of 13. If we become aware that we have collected personal information (as defined by the Children's Online Privacy Protection Act) from children under the age of 13, we will take reasonable steps to delete it as soon as practicable.
Traken complies with the EU-US Privacy Shield Framework and the Swiss-US Privacy Shield Framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal information from the European Union and Switzerland to the United States, respectively. Traken has certified to the Department of Commerce that it adheres to the Privacy Shield Principles of Notice, Choice, Accountability for Onward Transfer, Security, Data Integrity and Purpose Limitation, Access and Recourse, Enforcement and Liability. If there is any conflict between the policies in this privacy policy and the Privacy Shield Principles, the Privacy Shield Principles shall govern. To learn more about the Privacy Shield program, and to view our certification page, please visit https://www.privacyshield.gov/. In compliance with the EU-US Privacy Shield and Swiss-US Privacy Shield Principles, Traken commits to resolve complaints about your privacy and our collection or use of your personal information. European Union or Swiss citizens with inquiries or complaints regarding this privacy policy should first contact Traken at: [email protected]. Traken has further committed to refer unresolved privacy complaints under the EU-US and Swiss-US Privacy Shield Principles to an independent dispute resolution mechanism, the BBB EU Privacy Shield, operated by the Council of Better Business Bureaus. If you do not receive timely acknowledgment of your complaint, or if your complaint is not satisfactorily addressed by Traken, please visit the BBB EU Privacy Shield web site at www.bbb.org/EU-privacy-shield/for-eu-consumers/ for more information and to file a complaint. Please note that if your complaint is not resolved through these channels, under limited circumstances, a binding arbitration option may be available before a Privacy Shield Panel. Traken is subject to the investigatory and enforcement powers of the Federal Trade Commission (FTC) with respect to its compliance with the provisions of the EU-US and Swiss-US Privacy Shield. We may transfer information that we collect about you to third party processors across borders and from your country or jurisdiction to other countries or jurisdictions around the world. If you are located in the European Union or other regions with laws governing data collection and use that may differ from U.S. law, please note that you are transferring information to a country and jurisdiction that does not have the same data protection laws as your jurisdiction. These third parties may have access to your information for the limited purpose of providing the service we have contracted with them to provide. They are required to have a privacy policy and security standards in place that are at least as protective of your information as is this Privacy Policy (including those provisions related to compliance with the EU-US and Swiss-US Privacy Shield). Traken will take reasonable and appropriate steps necessary to ensure that any third party who is acting as a "data processor" under EU and Swiss terminology is processing the personal information we entrust to them in a manner that is consistent with the EU-US and Swiss-US Privacy Shield Principles. Traken is potentially liable in cases of onward transfer to third parties of data of EU and Swiss individuals received pursuant to the EU-US and Swiss-US Privacy Shield, respectively.
If you want to learn more about the information collected through the Services, or if you would like to access or rectify your information and/or request deletion of information we collect about you, or restrict or object to the processing of your information, please contact us using the contact information below. Where you have provided consent, you may withdraw your consent at any time, without affecting the lawfulness of the processing that was carried out prior to withdrawing your consent. If you are dissatisfied with the way we process your information, you may lodge a complaint with the data protection authority ("DPA") in your jurisdiction. If you are a resident of France, your DPA is the Commission Nationale de l'Informatique et des Libertes ("CNIL"). If you are a resident of Germany, please see the DPA located in your particular state. If you are a resident of France, you may provide us with instructions regarding the manner in which we may continue to store, erase and share your information after your death, and where applicable, the person you have designated to exercise these rights after your death.
We will retain your information for the period necessary to fulfill the purposes outlined in this Policy unless a longer retention period is required or permitted by law.
We reserve the right to amend this Policy at any time to reflect changes in the law, our data collection and use practices, the features of our Services, or advances in technology. We will make the revised Policy accessible through the Services, so you should review the Policy periodically. If we make a material change to the Policy, you will be provided with appropriate notice and we will seek your consent to the updated Policy in accordance with legal requirements.
Traken takes technical and organizational measures to protect your personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access. However, no method of transmission over the Internet, and no means of electronic or physical storage, is absolutely secure, and thus we cannot ensure or warrant the security of that information. If you have any questions about security on our Services, you can contact us at [email protected].
California law gives residents of California the right under certain circumstances to request information from us regarding the manner in which we share certain categories of personal information (as defined by applicable California law) with third parties for their direct marketing purposes. However, Traken does not share your personal information with third parties for their own direct marketing purposes.
The data controller of your information is Traken, located at 123 Harbor Woods Cir, Safty Harbor, FL 34695. If you wish to contact us or have any questions about or complaints in relation to this Privacy Policy, please contact us at [email protected] .
Last Updated: November 14, 2017
This Premium Subscriber Agreement (the "Subscriber Agreement") is between Traken, Inc., a Delaware corporation ("Traken") and the organization agreeing to these terms ("Customer"). This Subscriber Agreement governs Customer's access to Traken's collaborative workplace management service (the "Service") and its associated applications and website. By clicking "I Agree," attaching this Subscriber Agreement to a purchase order or similar order form, or using the Service as a paid subscriber, Customer agrees to the terms of this Subscriber Agreement. If an individual is entering into this Subscriber Agreement on behalf of an organization such organization shall be deemed the Customer hereunder and such individual hereby represents and warrants that he has the power and authority required to bind such organization to this Subscriber Agreement.
The Service and Associated Software. Customer and users of the Service under Customer's account ("End Users") may access and use the Services in accordance with this Subscriber Agreement and Traken's User Terms of Service , a current copy of which can be found at /terms#terms-of-service, and Privacy Policy , a current copy of which can be found at /privacy. Traken may update or modify the Services from time to time. If, in Traken's reasonable judgment, any such modification to the Service materially reduces the Service's functionality, Traken will inform Customer via the email address associated with Customer's account no less than twenty (20) days prior to such change. We provide certain downloadable client software applications (the "Software") for use in connection with the Service. This Software is updated automatically and, if such Software is designed for use on a mobile device, then a compatible mobile device is required for use. The license being granted to Customer hereunder does not constitute a sale of the Software or any copy thereof, and as between Traken and Customer, Traken retains all right, title, and interest in the Software. Traken will use technical and organizational security measures to protect the integrity of Customer Data and to guard against the unauthorized or unlawful access to, use of or processing of such Customer Data. For purposes of this Subscriber Agreement, "Customer Data" shall mean the structured data and any files or attachments submitted to the Service by Customer, as well as the account and contact information submitted to the Service by Customer and its End Users. Traken will take steps to protect the Service and Software from any viruses, backdoors, Trojans, or other computer code that is designed to disrupt, disable or harm the operation of the Service or Software. If Customer has engaged a third-party purchasing agent to purchase seats on its behalf, such purchasing agent is not the Customer, and Customer agrees that Customer is still solely responsible for compliance with this Subscriber Agreement.
Customer Obligations.
Customer's Use of Third Party Services. Traken does not warrant or support any third party service (e.g., a service that utilizes the Traken API in connection with Customer's use of the Service) and will not be responsible for any act or omission on the part of such third party or its service.
Intellectual Property Rights.
Fees and Payment. By subscribing to the Service and providing payment account information, Customer agrees to these payment terms and conditions. If Customer subscribes to the Service under any promotional subscription fee, some additional restrictions may apply. These restrictions, if any, will be provided to Customer before Customer signs up for the Service that is subject to the promotion. Free or discounted introductory offers are only available to new users of the Service, except where expressly stated. Fees are non-refundable except as required by law or as explicitly set forth herein. Customer will pay all applicable fees when due and, if such fees are being paid via credit card or other electronic means, Customer authorizes Traken to charge such fees using Customer's selected payment method. By default, customer accounts are set to auto-renew and require recurring payments. Fees will be charged on an annual or monthly basis based on Customer's subscription. Traken may automatically charge Customer for such renewal on or after the renewal date associated with Customer's account unless Customer has terminated the Service or Traken terminates the Service. Customer must cancel the Service prior to its renewal date in order to avoid billing of the next period's fee. If Customer chooses to cancel the Service, Customer may use the Service until the end of the current period but will not be issued a refund for the most recently (or any previously) charged fees. Customer can cancel Service anytime online by going into the Customer's account settings prior to its renewal date if Customer has a monthly plan.
Traken may revise fee rates and/or the billable amount structure for the Service from time to time and will provide Customer's designated administrator(s) with email notice of any changes in fees at least thirty (30) days prior. Customer is responsible for providing complete and accurate billing information to Traken. Customer will be billed for the appropriate plan based on the total number of unique users, including those with limited access. Traken may suspend or terminate Customer's use of the Service if fees become past due. Customer is responsible for all taxes (excluding taxes on Traken's net income) and Traken will charge tax when required to do so by law.
If Customer requires the use of a purchase order or purchase order number, Customer (a) must provide the purchase order number at the time of purchase; and (b) agrees that, except for any amendments to this Subscriber Agreement that are clearly marked as such on the face of the Purchase Order, any terms and conditions on a Customer purchase order that conflict with this Subscriber Agreement will not apply and are null and void.
Term and Termination. This Subscriber Agreement will remain in effect until Customer terminates its subscription to the Service or until this Subscriber Agreement is otherwise terminated as provided for herein. Customer may terminate this Subscriber Agreement at any time. In addition, either party may terminate this Subscriber Agreement if: (a) the other party is in material breach and fails to cure such breach within twenty (20) days following receipt of written notice from the non-breaching party; (b) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days. In the event that this Subscriber Agreement is terminated, (i) the rights granted to Customer pursuant to this Subscriber Agreement (except as specifically set forth in this section) will cease immediately; and (ii) any premium features provided to Customer will cease to be provided. The following sections will survive expiration or termination of this Subscriber Agreement: Sections 4(b) and (c), 6-9, 12, and 13.
Confidentiality.
Indemnification.
Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT IN CONNECTION WITH THEIR RESPECTIVE INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE LIABLE UNDER THIS SUBSCRIBER AGREEMENT FOR (I) ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES; OR (II) LOSS OF USE, DATA, BUSINESS REVENUES, PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), GOODWILL, OR OTHER INTANGIBLE LOSSES. UNDER NO CIRCUMSTANCES WILL Traken BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR CUSTOMER'S ACCOUNT OR THE INFORMATION CONTAINED THEREIN BY ANY THIRD PARTY. THESE LIMITATIONS OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER A PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. EXCEPT IN CONNECTION WITH ITS INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL Traken BE LIABLE TO CUSTOMER FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT PAID BY CUSTOMER TO Traken HEREUNDER DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
Hosting of the Service; Export Restrictions. The Service is controlled and operated from facilities in the United States. Traken makes no representations that the Service is appropriate or available for use in other locations. Customers who access or use the Service from other jurisdictions (or who allow their End Users to do so) do so of their own volition and are responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. If Customer is located outside of the United States, Customer agrees that Traken may transfer, store and process Customer Data in locations other than Customer's country. Traken complies with the U.S. - E.U. Privacy Shield Framework and the U.S. - Swiss Privacy Shield framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal data from European Union member countries and Switzerland. To learn more about the Privacy Shield program and to view Traken's Privacy Shield certification, please visit https://www.privacyshield.gov. The export and re-export of Content via the Service may be controlled by the United States Export Administration Regulations or other applicable export restrictions or embargo. The Service may not be used in any country that is subject to an embargo by the United States and Customer may not use the Service in violation of any export restriction or embargo by the United States or any other applicable jurisdiction. In addition, Customer must ensure that the Service is not made available for use by persons or entities blocked or denied by the United States government.
Modifications. Traken may revise this Subscriber Agreement from time to time by posting the modified version on its website at least twenty (20) days prior to the effective date of the modifications being made; provided, however, that no such modification shall include a reduction in Customer's rights or Traken's obligations unless affirmatively agreed to by Customer in advance. If, in Traken's sole and reasonable discretion, the modifications being proposed are material, Traken will notify Customer of such proposed modifications via email to the email address associated with Customer's account. By continuing to access or use the Service after the posted effective date of modifications to this Subscriber Agreement that do not include a reduction in Customer's rights or Traken's obligations hereunder, Customer agrees to be bound by such modifications.
Governing Law; Binding Arbitration and
Class Action Waiver. PLEASE READ THIS
SECTION CAREFULLY. IT AFFECTS YOUR
LEGAL RIGHTS, INCLUDING YOUR RIGHT TO
FILE A LAWSUIT IN COURT.
This Subscriber Agreement will be
governed by the laws of the State of
California without regard to its
conflict of laws provisions. The
application of the United Nations
Convention on Contracts for the
International Sale of Goods is
expressly excluded.
Claims relating to this Agreement or
the Service will be resolved through
final and binding arbitration, except
as set forth below. The parties agree
that the Subscriber Agreement affects
interstate commerce and that the
Federal Arbitration Act governs the
interpretation and enforcement of these
arbitration provisions. Initial Dispute Resolution:
The parties agree that most disputes
can be resolved without resort to
litigation. The parties agree to use
their best efforts to settle any
dispute, claim, question, or
disagreement directly through
consultation with each other, and good
faith negotiations shall be a condition
to either party initiating a lawsuit or
arbitration. Accordingly, before
initiating a lawsuit or arbitration,
Customer Agrees to contact Traken to
attempt to resolve the dispute in good
faith.
Binding Arbitration & Class
Action Waiver
: If the parties do not reach an
agreed-upon solution within a period of
thirty (30) days from the time the
informal dispute resolution is
initiated under the Initial Dispute
Resolution provision above, then either
party may initiate binding arbitration
as the sole means to resolve claims,
subject to the terms set forth below.
Specifically, all claims arising out of
or relating to the Agreement (including
its formation, performance and breach),
the parties' relationship with each
other and/or your use of the Services
shall be finally settled by binding
arbitration administered by the
American Arbitration Association under
its Commercial Arbitration Rules,
excluding any rules or procedures
governing or permitting class actions.
Thus, THE PARTIES AGREE THAT EACH MAY
BRING CLAIMS AGAINST THE OTHER ONLY IN
ITS INDIVIDUAL CAPACITY, AND NOT AS A
PLAINTIFF OR CLASS MEMBER IN ANY
PURPORTED CLASS OR REPRESENTATIVE
PROCEEDING. If any court or arbitrator
determines that the class action waiver
set forth in this paragraph is void or
unenforceable for any reason or that
arbitration can proceed on a class
basis, then the disputes, claims or
controversies will not be subject to
arbitration and must be litigated in
state or federal court located in San
Francisco, California. The arbitrator,
and not any federal, state or local
court or agency, shall have exclusive
authority to resolve all disputes
arising out of or relating to the
interpretation, applicability,
enforceability or formation of the
Subscriber Agreement, including, but
not limited to any claim that all or
any part of the Subscriber Agreement is
void or voidable, or whether a claim is
subject to arbitration. The arbitrator
shall be empowered to grant whatever
relief would be available in a court
under law or in equity. The
arbitrator's award shall be written,
and binding on the Parties and judgment
on the award rendered by the
arbitrator(s) may be entered in any
court having jurisdiction thereof.
Arbitration will be held in San
Francisco, California. If any court or
arbitrator determines that this
arbitration provision is void or
unenforceable for any reason or that
the parties are not bound to arbitrate
their claims, then the disputes, claims
or controversies deemed not to be
subject to arbitration must be
litigated in state or federal court
located in San Francisco, California.
Exception: Litigation of
Intellectual Property Claims
: Notwithstanding the foregoing,
disputes, claims, or controversies
concerning (1) either party's patents,
copyrights, moral rights, trademarks,
and trade secrets or (2) claims of
piracy or unauthorized use of the
Services (collectively, "IP Claims")
shall not be subject to arbitration.
Miscellaneous
For questions about these or any Traken terms or policies, email us at [email protected].
Last Updated: March 2, 2017
All users of the Traken Service are expected to comply with this Acceptable Use Policy.
Disruption of the Service. You may not:
Misuse of the Service. You may not utilize the Service to carry out, promote or support:
Content Standards Within the Service. You may not post any Content on the Service that:
Violations of this Acceptable Use Policy. In addition to any other remedies that may be available to us, Traken reserves the right to immediately suspend or terminate your account or your access to the Service upon notice and without liability for Traken should you fail to abide by this Acceptable Use Policy. If you are a user of the Service under your employer or organization's account, Traken reserves the right to notify your employer or organization of any violations of this Acceptable Use Policy.
Modifications. Traken may amend or
modify this Acceptable Use Policy from
time to time in its sole and reasonable
discretion. We will post any such
changes on our website. If you object
to any such change(s), your sole
recourse shall be to cease using the
Service. Continued use of the Service
following notice of any such changes
shall constitute your acknowledgement
and acceptance of such changes.
For questions about these or any Traken terms or policies, email us at [email protected] .
We respect artist and content owner rights and we expect our users to do the same. It is our policy to respond to claims of infringement in compliance with the Digital Millennium Copyright Act of 1998 ("DMCA"). If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service, please complete the following DMCA Notice and deliver it to our Designated DMCA Agent at the contact information provided below.
You must provide the following information in writing in your DMCA Notice:
Deliver the DMCA Notice, with the above information completed, to our Designated DMCA Agent at:
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS' FEES.
Please be aware that this procedure is only for notifying us that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice.
In accordance with the DMCA and other
applicable law, we have adopted a policy of
terminating, in appropriate circumstances,
users who are deemed to be repeat infringers.
We may also limit access to the Service and/or
terminate the accounts of any users who
infringe any intellectual property rights of
others, whether or not there is any repeat
infringement.
For questions about these or any Traken terms or
policies, email us at
[email protected]
.
Last Updated: April 27, 2015
Thank you for using the Traken Application Programming Interfaces (the "Traken APIs"). By using the Traken APIs, you agree to abide by these Traken API Terms of Use (the "API Terms") and any and all guidelines or other documentation provided by Traken for use in connection with the Traken APIs (the "API Documentation") as well as the Traken Terms of Service. In the event of any inconsistency between these API Terms and the Terms of Service , these API Terms shall control.
If you are accepting these API Terms on behalf of a company or other legal entity, you represent that you have the legal authority to bind such entity to these API Terms, in which case "you" or "your" as used herein shall mean such entity.
For questions about these or any Traken terms or policies, email us at [email protected] .
These guidelines are intended to provide law enforcement authorities with information regarding the process for requesting records from Traken. So that we can ensure compliance with our user Terms of Service and Privacy Policy, we respond only to law enforcement requests that adhere to established legal process and applicable law.
For questions about these or any Traken terms or
policies, email us at
[email protected]
.
Last Updated: May 29, 2015
This is a supplemental agreement ("Amendment") between Traken and U.S. Government customers (the "Customer" or the "Agency") and applies to the Agency's use of Traken's collaborative workplace management service (the "Service") under Traken's Premium Subscriber Agreement (the "Subscriber Agreement").
The reason for this Amendment is that the Customer, a U.S. Government instrumentality, is obligated to follow federal laws, regulations, and practices, among which are those relating to ethics, advertising and endorsements, tax exemption and immunity, limitations on indemnification, fiscal law constraints, governing law and jurisdiction, dispute resolution, and assignment of contracts.
Traken and Agency (the "Parties") agree that modifications to the Subscriber Agreement available at #subscriber-agreement are appropriate to accommodate the Agency's legal status, its public mission, and other special circumstances. Therefore, the Subscriber Agreement is modified by this Amendment as follows.
A. Government entity: As it relates to the Agency's usage of the Service, the word "Customer" in the Subscriber Agreement shall mean the Agency itself and shall not apply to, nor bind (i) the individual(s) who utilize the Traken Service on the Agency's behalf, or (ii) any individual users who happen to be employed by, or otherwise associated with, the Agency. Traken will look solely to the Agency to enforce any violation or breach of the Subscriber Agreement by such individuals, subject to federal law.
B. Advertisements: Traken agrees not to serve or display any third-party commercial advertisements or solicitations on any pages within the Traken site that display content uploaded by or under the control of the Agency.
C. Taxes: With reference to Section 5 of the Subscriber Agreement, the Parties understand that the Federal Acquisition Regulation (FAR) 29.302 (48 CFR, Chapter 1, Part 29, Subpart 29.302 - Application of State and local taxes to the Government) states that "Generally, purchases and leases made by the Federal Government are immune from State and local taxation." Therefore, Traken will include no tax in Agency billings unless the tax has been determined by the Agency to be proper for payment.
D. Indemnification, Liability, Statute of Limitations : Any provisions in the Subscriber Agreement related to indemnification by the customer, damages, attorneys fees, filing deadlines, defense of lawsuits, collection expenses, and settlement are hereby waived. Liability of either party for any breach of the Subscriber Agreement as modified by this Amendment, or any claim, demand, suit or proceeding arising from the Subscriber Agreement or this Amendment, shall be determined under the Federal Tort Claims Act, Contract Disputes Act, or other governing federal authority. Federal Statute of Limitations provisions shall apply to any claim, demand, suit or proceeding arising from the Subscriber Agreement or this Amendment.
E. Governing law and Forum: The Subscriber Agreement and this Amendment shall be governed by, and interpreted and enforced in accordance with, applicable federal laws of the United States of America without reference to conflict of laws. To the extent permitted by federal law, the laws of the State of California including its choice of law rules will apply in the absence of applicable federal law. Any arbitration, mediation or other dispute resolution provision in the Subscriber Agreement is hereby waived. The forum for purposes of resolving claims and disputes will be determined in accordance with federal law.
F. No automatic renewal: With respect to Section 5 of the Subscriber Agreement, Traken agrees to waive the provision allowing Traken to automatically charge the Agency upon a renewal date associated with Customer's account. Traken agrees to remove the auto-renew default setting for any Agency whose account details page designates an email address that ends in .gov, .mil, or .fed.us. Instead, Traken will notify the Agency to allow the Agency to determine if funds are available and if the Service will be needed for a renewal period.
G. Continuity of service during dispute: With respect to Section 6 of the Subscriber Agreement, Traken agrees to waive the language that would otherwise permit Traken to terminate the Premium Subscription contract in the event of an alleged breach of the Agreement by the Agency. Instead, recourse against the United States for any alleged breach of the Agreement must be made under the terms of the Federal Tort Claims Act or as a dispute under the Contract Disputes Act, as applicable. During the resolution of the dispute the Contractor, Traken, shall proceed diligently with performance of the contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the Agency Contracting Officer.
H. Limitation of liability: The Parties agree that nothing in the limitation of liability provision in Section 10 or elsewhere in the Subscriber Agreement in any way grants Traken a waiver from, release of, or limitation of, liability pertaining to any past, current or future violation of federal law.
I. No endorsement: With reference to Section 4(d) of the Subscriber Agreement, Traken agrees that the Agency's name, seals, logos, trademarks, service marks, trade names, and the fact that the Agency has a presence on the Traken site and uses its Services, shall not be used by Traken in such a manner as to state or imply (in the judgment of a reasonable person) that Traken's products or services are endorsed, sponsored or recommended by the Agency or by any other element of the Federal Government, or are considered by the Agency or the Federal Government to be superior to any other products or services. Except for pages whose design and content is under the control of the Agency, Traken agrees not to display any Agency or Government names, seals, trademarks, logos, service marks, and trade names on Traken's homepage or elsewhere on the Traken Site unless permission to do so has been granted by the Agency or by other relevant federal government authority. Traken may list the Agency's name in a publicly available customer list on its homepage or elsewhere so long as the name is not displayed in a more prominent fashion than that of any other third-party customer.
J. Assignment: As indicated in Section 11(e) of the Subscriber Agreement, neither party may assign its obligations under the Subscriber Agreement as modified by this Amendment to any third party without prior written consent of the other. However, if Agency is using Traken's free services only, Traken or its subsidiaries may, without the Agency's consent, assign the Subscriber Agreement as modified by this Amendment to an affiliate or to a successor or acquirer, as the case may be, in connection with a merger, acquisition, corporate reorganization or consolidation, or the sale of all or substantially all of its assets. Any transfer of Traken assets related to the Agency's paid subscription contract requires review and consent by the Agency, under the procedures found in the FAR Subpart 42.13 (48 CFR Chapter 1, Part 42, Subpart 42.12 - Novation).
K. Precedence; Further Amendments: If there is any conflict between this Amendment and the Subscriber Agreement, or between this Amendment and other terms, rules or policies on the Traken site or related to its Service, this Amendment shall prevail. This Amendment constitutes a mutually agreed upon amendment to the Subscriber Agreement; language in the Subscriber Agreement in Section 11(e) indicating it alone is the entire agreement between the Parties is waived. Any further amendment must be agreed to in writing by both Parties.
L. Posting of Amendment: This Amendment shall be posted with the Traken's online Subscriber Agreement either by incorporation of its text or via an integral link.
Last Updated: June 7, 2018
In connection with our provision of the Services, Traken and its affiliates may engage third parties (each a "Subprocessor") to process your Personal Data. In certain circumstances an affiliate of Traken may even be a Subprocessor. As a condition of permitting a Subprocessor to process your Personal Data, Traken (and its affiliates as applicable) will enter into a written agreement with each Subprocessor containing data protection obligations at least as protective as the technical and organizational measures Traken has put into place to protect your Personal Data from accidental or unlawful destruction, loss, alteration, or unauthorized disclosure or access. All terms capitalized above, but not defined have the meaning set forth in Traken's User Terms of Service , Privacy Policy , and/or your applicable customer agreement with Traken.
| Entity Name | Subprocessing Activity | Entity Country |
|---|---|---|
| Microsoft, Inc. | Cloud Service Provider | United States |
| Google, Inc. | Cloud Service Provider | United States |
| Recurly, Inc. | Payment Processor | United States |
As Traken continues to grow, we may decide to work with new Subprocessors and will provide you with notice when that happens as required under your applicable agreement with Traken.