Acceptance of Terms

TRACE International, Inc. (“TRACE”) provides its Services (as defined below) to You through the TRACEgifts platform accessible via the web site: https://gifts.traceinternational.org/ (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 defined terms “You” or “Your” below shall include 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.

Definitions

“Company” means the organization that is a member of TRACE pursuant to a written TRACE membership agreement and who has activated the Services pursuant to the electronic TRACEgifts Terms of Use Service Activation Agreement.

“Majority-Owned Subsidiary” means an entity of which more than fifty percent (50%) is owned by the Company and who is eligible to use the Services per the terms of Company’s TRACE membership agreement.

“TRACEgifts” or “Services” means services identified in more detail below that allow tracking and management of gift, travel, and hospitality expenses.

“TRACE” means TRACE International, Inc., which operates the TRACEgifts platform.

“User” means an eligible individual whom Company or a Majority-Owned Subsidiary authorized to use the Services under the terms of the Company’s TRACE Membership Agreement, and who was provided a user identification and password to the Site.

“You” and “Your” means the individual User accessing the Site.

“Your Data” means the electronic documents and information You submit on the Site.

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. TRACE reserves the right to update the terms of this TOS from time to time, with or without notice.

Description of Services

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

• Record gifts, travel, and hospitality given to or received from external employees.
• Customize benefit types and relationships list on gift registries.
• Upload supporting documentation for each registry.
• Record decisions for each gift registry; view an audit log of decision history.
• Choose to receive email notifications when registries are added, edited, or when a decision is made; ability to select multiple Users to receive each notification email.
• Control User access to gift registry pages and reports through specific User permissions that can be used in any combination.
• New features that may be added to TRACEgifts from time to time, will be governed by this Agreement.
• All other tools, functionality, features, and services provided or made available to You through the Site, and 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.

Only TRACE member companies and their authorized subsidiaries are eligible to use the Services.

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 TRACE; 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 TRACE domains, networks, IT systems, staff, or physical premises without TRACE’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 TRACE.

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

TRACE’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 TRACE at [email protected].

Data Security

TRACE 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

The data that you store on the Site (“Your Data”) cannot be viewed by TRACE with the exception of the following: Your/Company’s company hierarchy, users and user permissions, Your “Manage Registry Settings” selections (e.g. notification preferences, threshold gift values You add, any policies or other documents You upload), and Your “Manage Decisions and Workflow” selections (e.g. any custom decision categories that You create). The information You add through the Site are for Your internal use only.

TRACE does not acquire any rights, title or interest in Your Data that is being hosted on the Site.

Unless You or Company requests TRACE to delete Your Data sooner, Your Data will be retained on the Site so long as Company remains a TRACE member in good standing, and You remain eligible to use the Services. After termination of Company’s membership in TRACE for any reason, TRACE will provide Company with thirty (30) days to export or download all data associated with Company’s account, including Your Data. Following this thirty (30) day period, TRACE has no obligation to maintain or provide Your Data and will delete all copies thereof.

Your Account Responsibilities

You must provide your full legal 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 Site 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 TRACE’s express authorization, Your login may not be shared by multiple people. Company may request TRACE to create additional logins for other authorized persons in your organization. You must notify TRACE promptly of any unauthorized access or use of the Services.

You are responsible for deactivating a user’s account when that user is no longer employed by You or requesting TRACE 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 Site in any unsecured or unauthorized manner.

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

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

Disclaimer of Warranties

TRACE will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (a) planned downtime for upgrades or routine maintenance, which TRACE will make effort to minimize; and (b) unavailability due to circumstances beyond TRACE’s reasonable control, e.g., an act of God or internet service provider failure. TRACE will provide You with basic support during regular business hours, Monday through Friday, 8:30 a.m. through 5:00 p.m. Eastern Standard time (exclusive of holidays). Basic support includes a demonstration of how to use the Services and troubleshooting of any platform problems, but does not include assistance with Your Data (which is only accessible by You) or with any API-related or other technological integration issues.

OTHERWISE, 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 TRACE 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 TRACE 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 TRACE 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 TRACE 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, TRACE SHALL NOT BE LIABLE FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE TOTAL FEES PAID OR PAYABLE BY COMPANY 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, TRACE’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

No Waiver

TRACE’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 Site. Notice to TRACE 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 TRACE, even though it is electronic and is not physically signed by You and TRACE, and it governs Your use of the Services.In the event of a conflict between the terms of this TOS and Your/Company’s applicable TRACE membership agreement and / or data processing agreement or standard contractual clauses or other written agreement (each, a “Signed Agreement”), the terms of the applicable Signed Agreement shall prevail and govern.

Last Updated: 13 January 2022