Terms of Use

Effective date: [DATE THESE PAGES GO LIVE] Last updated: [SAME DATE]

1. Agreement

1.1 These Terms of Use ("Terms") constitute a binding agreement between you and TRACQ ("TRACQ", "we", "us" or "our") governing your access to and use of the website at usetracq.com, the application at app.usetracq.com and all related functionality (together, the "Service").

1.2 By creating an account, commencing a trial or otherwise accessing the Service, you accept these Terms. If you do not accept them, you must not use the Service.

1.3 Your attention is drawn in particular to clause 6, which sets out the nature and limitations of the Service, and to clauses 18 to 21, which limit our liability and govern the resolution of disputes.

1.4 Our Privacy Policy is incorporated into these Terms by reference.

2. Definitions

In these Terms:

"Output" means any report, briefing, assessment, score, response or other material generated by the Service at your request.

"Your Content" means all information and material submitted by you to the Service, including profile information, deal records, notes, highlights, queries and uploaded documents.

"Subscription" means a paid plan to which you have subscribed.

3. Eligibility

3.1 You may use the Service only if you are at least eighteen years of age and legally capable of entering into a binding contract.

3.2 The Service is provided for business purposes. It is not a consumer product and is not intended for personal, household or family use.

3.3 Where you use the Service on behalf of a company, fund or other entity, you warrant that you have authority to bind that entity, and references to "you" in these Terms are to both you and that entity.

3.4 You may not use the Service if you are located in a jurisdiction subject to comprehensive embargo by [COUNTRY], or if you are listed on any applicable sanctions or restricted party list.

4. Accounts

4.1 An account is required to access most functionality within the Service. You must provide accurate registration information and maintain it in current form.

4.2 You are responsible for all activity occurring under your account. You must keep your authentication credentials confidential, must not permit any other person to use them, and must notify us at ele@usetracq.com upon becoming aware of any unauthorised access.

4.3 We are not liable for loss arising from unauthorised use of your credentials, though we will provide reasonable assistance in restoring control of an affected account.

4.4 Accounts are personal to the individual registered. Where additional persons require access, the collaboration functionality within the Service or a multi-user plan must be used.

5. The Service

5.1 The Service provides a structured environment for the evaluation of a prospective business acquisition. Depending on the plan to which you subscribe, functionality may include SearchSense, Buyer Fit Brief, operator profiling, discovery and follow-up call support, Operator's Briefing, Fit Map, Business Risk Profile, Financial Risk Investigation, Deal Protection, lender and accountant briefing material, Deal Compass, Search Compass, highlights and notes, and export.

5.2 We may add, modify or withdraw functionality from time to time. Where a modification materially reduces the functionality available under a Subscription, we will give notice and, should you elect not to continue, refund the unused portion of the then-current Subscription term on a pro rata basis.

6. Nature and limitations of the Service

6.1 No investment advice. No Output constitutes a recommendation to acquire, decline, value or structure any business, security or transaction. We are not an investment adviser, broker, dealer, business broker, finder or agent, do not act in any such capacity, and are not registered with any securities regulator.

6.2 No legal, tax or accounting advice. Outputs addressing transaction structure, risk allocation, entity formation, tax treatment or financial statements are provided for information only and do not constitute advice. They are not a substitute for advice from a qualified attorney, accountant or licensed adviser in your jurisdiction.

6.3 No valuation. Scores, multiples, ranges and comparisons contained in an Output are analytical indications derived from the information available to the model. They do not constitute an appraisal, fairness opinion or formal valuation, and must not be presented to any lender, investor, seller or regulator as such.

6.4 No due diligence. The Service is designed to assist your own analysis. It does not verify factual assertions, audit financial statements, confirm title or ownership, search litigation records, inspect assets or validate any representation made by a seller. Due diligence remains your responsibility.

6.5 No fiduciary relationship. Our obligations to you are limited to those expressly set out in these Terms. Use of the Service does not give rise to any fiduciary, advisory, agency or professional duty of care.

6.6 Your decisions. All decisions concerning which businesses to pursue, what terms to offer, how to structure a transaction and whether to proceed to completion are yours alone. You accept full responsibility for those decisions and their consequences. The acquisition of a business involves material risk, including the risk of total loss of capital invested.

7. Outputs

7.1 Outputs are generated by large language models and are provided as analytical material for your consideration. They are not statements of verified fact.

7.2 Without limitation, Outputs may contain errors, omissions and outdated information; may be expressed with a confidence not warranted by the underlying information; depend entirely upon the accuracy and completeness of the information you supply; may vary between requests made on identical information; and may reflect limitations present in the underlying models.

7.3 You must verify any Output upon which you intend to rely against source documentation and with your own professional advisers before acting upon it. We give no warranty as to the accuracy, completeness, currency or fitness for purpose of any Output.

7.4 As between you and us, Outputs generated within your account belong to you, subject to our rights under clause 12. Given the nature of the underlying technology, comparable Outputs may be generated for other users, and we make no representation that any Output is unique to you.

8. Your Content

8.1 Ownership. Your Content remains yours. Nothing in these Terms transfers ownership of Your Content to us.

8.2 Licence. You grant us a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, transmit, process, display and create derived material from Your Content, solely for the purpose of operating the Service and providing it to you. That licence extends to the transmission of relevant portions of Your Content to our artificial intelligence providers for the purpose of generating Outputs. The licence terminates upon deletion of the relevant content or closure of your account, save in respect of backups within their retention cycle and any copies we are required by law to retain.

8.3 Training. We do not use Your Content to train artificial intelligence models serving other customers or the public, and our agreements with our providers prohibit those providers from doing so in respect of content submitted through our account.

8.4 Your warranties. By submitting Your Content you represent and warrant that:

(a) you are entitled to submit it and to permit its processing as described in these Terms and our Privacy Policy;

(b) doing so does not breach any non-disclosure agreement, confidentiality undertaking or other contract to which you are party;

(c) doing so does not infringe the intellectual property, privacy or other rights of any person; and

(d) you hold any consent required in respect of personal information relating to third parties, including a seller, its employees and its customers.

8.5 Material handled in the course of a business search is frequently subject to a non-disclosure agreement with a seller or broker, and such agreements commonly restrict the persons to whom material may be disclosed and the manner in which it may be stored. You are responsible for reviewing your obligations before submitting material to the Service and for obtaining any consent required. We accept no responsibility for any breach by you of an agreement with a seller, broker or other person.

8.6 Monitoring. We do not review Your Content in the ordinary course. We may remove content which we reasonably consider to breach these Terms or applicable law, and may preserve content where required to do so.

9. Acceptable use

You must not:

(a) use the Service for any unlawful purpose or in breach of any securities, financial services, privacy or export control legislation;

(b) represent any Output as a professional valuation, audit, fairness opinion or advice from a licensed professional;

(c) present any Output to a lender, investor, seller or regulator without disclosing that it was generated by an automated tool;

(d) introduce malicious code, or attempt to breach, probe or disrupt the Service or its infrastructure;

(e) reverse engineer, decompile or otherwise attempt to derive the source code, models or prompts underlying the Service, except to the extent such restriction is prohibited by law;

(f) scrape, crawl or employ automated means to extract data from the Service without our prior written consent;

(g) use the Service or any Output to develop or train a competing product;

(h) resell, sublicense or make the Service available to any third party as a paid analysis service, except under a written agreement with us;

(i) share your credentials or operate more accounts than your plan permits;

(j) submit material which you are not entitled to submit; or

(k) impersonate any person or misrepresent your affiliation with any person or entity.

We may investigate any suspected breach of this clause and take such action as we consider appropriate, including suspension or termination.

10. Fees and payment

10.1 Subscriptions. Subscriptions are billed in advance on the cycle selected at the point of purchase. Prices are stated in [CURRENCY] and are exclusive of applicable taxes, which will be added where required.

10.2 Trials. We may offer trial or promotional access, including access made available to newsletter subscribers. Unless stated otherwise at the point of offer, a trial converts to a paid Subscription at the end of the trial period using the payment method held on file. Cancellation before expiry of the trial period prevents any charge. We may vary or withdraw trial offers at any time.

10.3 Renewal. Subscriptions renew automatically for successive periods of equivalent length until cancelled. You authorise us and our payment processor to charge your payment method upon each renewal. We will give notice before each annual renewal, and before each monthly renewal where required by law.

10.4 Cancellation. You may cancel at any time through your account settings or by notice to ele@usetracq.com. Cancellation takes effect at the end of the then-current paid period, and access continues until that date.

10.5 Refunds. Except where required by law or expressly stated at the point of offer, fees are non-refundable and no partial refund is made in respect of unused time. Where you consider a charge to have been made in error, you must notify us within thirty days.

10.6 Price variation. We may vary prices. Any variation takes effect at your next renewal and we will give not less than thirty days' notice. Where you do not accept a revised price, you may cancel before it takes effect.

10.7 Failed payment. Where a payment fails we may reattempt it and may suspend or downgrade your account until payment is received. You remain liable for sums due.

10.8 Taxes. You are responsible for all taxes arising in connection with your use of the Service, other than taxes on our income.

11. Data and account closure

11.1 Your Content remains available for export through the Service for so long as your account remains active.

11.2 Upon closure of your account, whether by you or by us under clause 17, Your Content is deleted in accordance with the retention periods set out in our Privacy Policy. We are under no obligation to retain Your Content following closure, and you should export any material you wish to retain beforehand.

12. Intellectual property

12.1 The Service, including its software, design, interface, methodology, prompts, report structures, assessment frameworks and all related intellectual property rights, is owned by us and our licensors. TRACQ, SearchSense, Deal Compass, Search Compass and our logo are our marks. Nothing in these Terms transfers any such right to you.

12.2 We grant you a limited, non-exclusive, non-transferable and revocable licence to use the Service for your own business purposes for so long as your account remains in good standing. Any use beyond that licence requires our prior written consent.

13. Feedback

Where you provide suggestions, ideas or feedback concerning the Service, you grant us a perpetual, irrevocable, worldwide and royalty-free licence to use and incorporate that material without obligation to you. This clause does not affect our obligations in respect of Your Content.

14. Third-party services

The Service may link to or integrate with third-party websites and services, including broker listings, marketplaces, lenders, scheduling providers and payment providers. We do not control those services and accept no responsibility for their content, accuracy, availability, terms or privacy practices. Your dealings with them are governed by your arrangements with them.

15. Evaluation functionality

Functionality identified as beta, preview or early access is provided for evaluation. It may be varied or withdrawn without notice, may be less reliable than generally available functionality, and is excluded from any service commitment. Use of such functionality is at your own risk.

16. Availability and support

16.1 We will use reasonable endeavours to maintain availability of the Service but do not warrant uninterrupted access. The Service may be unavailable during maintenance or as a result of events outside our reasonable control, including failure of our hosting or artificial intelligence providers.

16.2 Support is provided by email to ele@usetracq.com during business hours, [BUSINESS HOURS AND TIME ZONE]. Any response commitment applicable to a particular plan is set out on our pricing page.

17. Suspension and termination

17.1 You may close your account at any time through your account settings or by notice to us.

17.2 We may suspend or terminate your access, on notice where practicable, where you breach these Terms, where your use gives rise to legal risk or harm to us or to other users, where payment fails, or where required by law.

17.3 We may discontinue the Service in its entirety on thirty days' notice, in which case we will refund the unused portion of any prepaid fees.

17.4 Clauses 6, 7, 8.4, 9, 12, 13, 18, 19, 20, 21 and 22 survive termination.

18. Disclaimer of warranties

18.1 To the fullest extent permitted by law, the Service is provided on an "as is" and "as available" basis without warranty of any kind.

18.2 We disclaim all warranties, whether express, implied or statutory, including any implied warranty of merchantability, fitness for a particular purpose, title, non-infringement and accuracy, and any warranty arising from a course of dealing or usage of trade.

18.3 We do not warrant that the Service will be uninterrupted, secure or free from error, that defects will be corrected, or that any Output will be accurate, complete, current or productive of any particular result. We do not warrant that any business evaluated through the Service constitutes a sound investment, or that any risk not identified by the Service does not exist.

18.4 Where applicable law does not permit the exclusion of a particular warranty, the exclusions in this clause apply to the maximum extent permitted and you may hold rights which these Terms cannot limit.

19. Limitation of liability

19.1 To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profit, revenue, business, opportunity, goodwill or data, whether or not the possibility of such loss was known.

19.2 Our total aggregate liability arising out of or in connection with these Terms or the Service, whether in contract, tort, under statute or otherwise, is limited to the greater of the sums paid by you to us in the twelve months preceding the event giving rise to the claim, and [100 USD].

19.3 We are not liable for any loss connected with a business you acquire, decline to acquire or fail to acquire, including purchase consideration, earn-out payments, debt service, operating losses, undisclosed liabilities, any risk not identified by the Service, or the failure of a transaction to complete.

19.4 The limitations in this clause apply notwithstanding the failure of any limited remedy of its essential purpose.

19.5 Nothing in these Terms excludes liability for fraud or fraudulent misrepresentation, for death or personal injury caused by negligence, or for any other liability which cannot lawfully be excluded.

19.6 You acknowledge that the allocation of risk in this clause is reasonable and is reflected in the fees charged for the Service.

20. Indemnity

20.1 You will indemnify and hold harmless TRACQ, its affiliates and their respective officers, directors, employees and agents against any claim, demand, loss, liability, damage, penalty, cost or expense, including reasonable legal fees, arising out of or in connection with:

(a) your use of the Service;

(b) Your Content, including any allegation that its submission breached a non-disclosure agreement, confidentiality undertaking, intellectual property right or privacy right;

(c) your breach of these Terms or of applicable law;

(d) your presentation of any Output to a third party; or

(e) any transaction into which you enter or decline to enter.

20.2 We will notify you of any claim to which this clause applies, will permit you to assume conduct of the defence, subject to our right to participate with counsel of our own choosing, and will provide reasonable cooperation. You may not settle any claim in a manner which imposes an obligation or admission upon us without our prior written consent.

21. Dispute resolution and governing law

21.1 Informal resolution. Before commencing formal proceedings, the party raising a dispute must send written particulars of it to ele@usetracq.com. The parties will seek to resolve the dispute within sixty days of that notice.

21.2 Governing law. These Terms are governed by the laws of the State of [STATE], [COUNTRY], without regard to conflict of law principles.

21.3 Arbitration. Any dispute not resolved under clause 21.1 will be determined by final and binding individual arbitration administered by [ARBITRATION BODY] under its rules in force at the relevant time, seated in [CITY, STATE]. Judgment upon any award may be entered in any court of competent jurisdiction.

21.4 Exceptions. Either party may bring proceedings in a small claims court, and either party may seek injunctive relief from a court of competent jurisdiction to protect its intellectual property or confidential information.

21.5 Individual claims. Claims must be brought in an individual capacity. Neither party may bring a class, collective, consolidated or representative action, and the arbitrator has no authority to determine one. Should this clause 21.5 be held unenforceable, clause 21.3 does not apply and disputes will be determined by the courts of [CITY, STATE], to whose exclusive jurisdiction the parties submit.

21.6 Limitation period. Any claim must be brought within one year of the date upon which it arose, failing which it is permanently barred, except where applicable law prohibits such a limitation.

21.7 Opt-out. You may elect not to be bound by clause 21.3 by notice to ele@usetracq.com within thirty days of first accepting these Terms, stating your name and the email address registered to your account. Such an election does not affect any other provision of these Terms.

22. General

22.1 Amendment. We may amend these Terms. Where an amendment is material, we will give not less than thirty days' notice by email or through the Service. Continued use of the Service following the effective date of an amendment constitutes acceptance of it. Where you do not accept an amendment, you must cease use of the Service and cancel your Subscription.

22.2 Entire agreement. These Terms, our Privacy Policy and any order form or plan terms accepted by you constitute the entire agreement between the parties and supersede any prior understanding concerning its subject matter.

22.3 Waiver. A failure to enforce any provision does not constitute a waiver of the right to enforce it subsequently.

22.4 Severability. Where any provision is held unenforceable, it will be limited or severed to the minimum extent necessary and the remaining provisions continue in force.

22.5 Assignment. You may not assign these Terms without our prior written consent. We may assign them to an affiliate or in connection with a merger, acquisition or sale of assets.

22.6 Force majeure. Neither party is liable for any failure to perform arising from events beyond its reasonable control, save in respect of payment obligations.

22.7 Notices. Notices to you will be sent to the email address registered to your account. Notices to us must be sent to ele@usetracq.com and, where formal service is required, to the address set out in clause 23.

22.8 Relationship of the parties. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship between the parties.

23. Contact

TRACQ [REGISTERED ADDRESS]

Email: ele@usetracq.com

All enquiries, including support requests, legal notices and reports of suspected security incidents, may be directed to the address above.