Acceptance of Terms

TRACE Inc. d/b/a Tcompliance (“Tcompliance”) provides its Services (as defined below) to You through the Tcompliance Third Party Management System (“TPMS”) accessible via the web site: https://tpms.tcompliance.com (the “Site”), subject to this Terms of Service agreement (“TOS”). By accepting this TOS or by accessing or using the Services or Site, You acknowledge that you have read, understand, and agree to be bound by this TOS. If You are entering into this TOS on behalf of a company or other legal entity, You represent that You have the authority to bind such entity and its affiliates to this TOS, in which case the terms “You” or “Your” shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with this TOS, You must not accept this TOS and may not use the Services.

Term of TOS

This TOS commences on the date You first access the Site on or after the “Last Updated” Date below. and will remain in effect so long as You continue to access or use the Services or Site. Tcompliance reserves the right to update the terms of this TOS from time to time, with or without notice.

Description of Services

The “Services” includes the following, as applicable to You:

• the TPMS platform and Site and all features;
• Tsort risk management tool;
• Due diligence services such as Tbasic, TRAC, Tcheck, Tselect, and Tcertification;
• Tcertified intermediary directory, and
• TRAC Registry.

All other tools, functionality, features, and services provided or made available to You through the Site, and (c) all software, data, text, images, sounds, video, and content made available through the Site or Services (collectively referred to as the “Content”). Any new features added to or augmenting the Services are also subject to this TOS.

Your Access and Use of the Services

Subject to the terms and conditions of this TOS, You may access and use the Services only for Your internal business purposes. You shall not (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party, other than as expressly permitted by this TOS or other written agreement with Tcompliance; or (b) use the Services in any unlawful manner or in any manner that interferes with or disrupts the integrity or performance of the Services and its components; or (c) perform security or vulnerability assessments directly or through third parties (e.g. ethical hacking, penetration tests, social engineering, etc.) of any Tcompliance domains, networks, IT systems, staff, or physical premises without Tcompliance’s prior written authorization (to the scope, timing, and confidentiality of the assessment and its results, the party to conduct the assessment, etc.); or (d) modify, adapt or hack the Services to falsely imply any sponsorship or association with Tcompliance.

Tcompliance’s Services and products provided through the Site may contain other individuals’ personal information that is subject to strict legal protections under applicable data protection laws. You shall only access or otherwise process such personal information if you are appropriately authorized and have a need to know, to access or to otherwise process such information. You must exercise due care in safeguarding this information and take all necessary steps to prevent any loss, theft, corruption or release of this information to unauthorized persons. If you have any questions or concerns regarding these obligations, contact Tcompliance at [email protected]

Subject only to the limited right to access and use the Services expressly granted to You under this TOS or other written agreement with Tcompliance, all rights, title and interest in and to the Services and their components will remain with and belong exclusively to Tcompliance.

Data Security

Tcompliance shall maintain appropriate administrative, organizational, physical and technical safeguards for protection of the security, confidentiality and integrity of Your data. We will not disclose Your data to outside parties except if compelled by law or if permitted by You. We do not sell personal information.

Your Internal Data

Depending on Your account type and permissions, You may have access to certain features of the TPMS that permit You to store content or data that is not visible to Tcompliance (the TPMS will indicate these features), including the following (collectively “Your Internal Data”):

• Secure Internal messaging system (for messages exchanged between You and other users from within your TPMS company hierarchy or Intermediaries with TPMS accounts) and its audit log;
• Data and documents You upload or save to individual intermediary profiles (visible only to Your other admin users);
• Administrator approval permissions to onboard vetted intermediaries;
• Your team’s approval / rejection decisions regarding intermediaries;
• Intermediary profiles with contact details and basic information that You create prior to ordering due diligence reports on the intermediary, and
• Custom search fields that You create to track information specific to Your company’s process.

Tcompliance does not acquire any rights, title, or interest in Your Internal Data that is hosted on the TPMS. As Your Internal Data is not visible to Tcompliance, it will not be used in the Tcompliance due diligence review process. Only communications and documents that You provide to Tcompliance will be used in the due diligence review process. You are solely responsible for Your Internal Data, and for all information, data, text, messages or other materials that You post, store or otherwise transmit via the Services.

Notwithstanding the foregoing, Tcompliance will have limited visibility into your Internal Data in the following circumstances: (1) in the event that entry of Your Internal Data results in an automatically-generated TPMS notification to Tcompliance (e.g. inactive company user delivery failure, SPAM or encryption issue that interrupts Your workflow) the notification will reference Your Internal Data associated with that entry, and (2) Tcompliance’s software developers and IT support personnel who maintain the TPMS platform will have the ability to access Your Internal Data for technical support and customer service.

Tcompliance will maintain Your Internal Data on the TPMS for as long as Your company has at least one (1) “active” TPMS user (i.e. on a quarterly basis, Tcompliance will validate whether at least one (1) user from your hierarchy has logged into the TPMS within the previous 12-month period). Once You cease to have at least one (1) active TPMS user, Your TPMS account will be deemed inactive, and Your Internal Data will be deleted within 30 days.

Your Account Responsibilities

You must provide your legal full name, a valid email address, and any other information requested in order to complete the account creation process. You must not misrepresent yourself or take on the identity of someone else while using the Services.

You are responsible for maintaining the security and confidentiality of your TPMS username and password. You are fully responsible for any and all activities that occur under Your login or account, including all content posted. You agree and acknowledge that absent Tcompliance’s express authorization, Your login may not be shared by multiple people. You may request Tcompliance to create additional logins for other authorized persons in your organization.

You are responsible for deactivating a user’s account when that user is no longer employed by You or requesting Tcompliance to deactivate the account.

You must not, in the use of the Services, violate any applicable laws (including but not limited to privacy, data protection and copyright laws).

You must not transmit personal data outside of the secure TPMS messaging feature, including via any LiveAgent chat features.

Violation of any of these commitments may result in the termination of your Account.

Tcompliance is not liable for any loss or damage from your failure to comply with these security obligations.

Disclaimer of Warranties

THE SERVICES, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, TO THE FULLEST EXTENT PERMITTED BY LAW AND TCOMPLIANCE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT TCOMPLIANCE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM TCOMPLIANCE OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.

Limitation of Liability

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL TCOMPLIANCE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR BUSINESS INTERRUPTION.

IN ADDITION, TCOMPLIANCE SHALL NOT BE LIABLE FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE TOTAL FEES PAID OR PAYABLE BY YOU FOR THE YEAR PRECEDING THE TIME OF ANY CLAIM FOR MONETARY DAMAGES. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to You. IN THESE STATES, TCOMPLIANCE’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

No Waiver

Tcompliance’s failure to exercise or enforce any right or provision of this TOS shall not be a waiver of that right.

Governing Law

This TOS shall be governed by the laws of the State of Maryland, USA without regard to the principles of conflicts of law. You hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of Maryland for the purpose of resolving any dispute relating to Your access to or use of the Service.

Notices

Notice to You shall be by email to the email address You provided in the TPMS. Notice to Tcompliance shall be made by email to: [email protected] with a copy to [email protected]

Conflicts with Other Agreements

You acknowledge that this TOS is a valid contract between You and Tcompliance, even though it is electronic and is not physically signed by You and Tcompliance, and it governs Your use of the Services. In the event of a conflict between the terms of this TOS and another current or future signed agreement between You and Tcompliance related to the Services, such as a Purchase Agreement, Data Sharing Agreement, or Standard Contractual Clauses (each, a “Signed Agreement”), the terms of the applicable Signed Agreement shall prevail and govern.

Last Updated: 1 December 2021