Commercial Terms Notice
This document represents an early-stage B2B commercial software terms placeholder and has been flagged for comprehensive formal review by external legal counsel prior to general commercial availability. Organizations accessing the Traceline platform (usetraceline.tech and app.usetraceline.tech) or participating in private pilot evaluations agree to the core operational boundaries, intellectual property protections, and liability limitations set forth below.
Scope of the Service
Traceline provides specialized software tools designed to ingest multi-format supplier quotes, normalize pack quantities and units of measure with deterministic algorithms, and generate source-traceable Bid Tab comparisons against buyer Requests.
Access to the platform is granted on an Organization subscription or pilot evaluation basis. Features, comparison limits, and user seats are governed by the applicable commercial order form or pilot agreement.
Purchasing Decisions & Disclaimer
Purchasing decisions remain solely with the customer. Traceline provides computational tools to structure, normalize, and reconcile supplier quotes. Under no circumstances does Traceline make purchasing decisions, recommend suppliers, select award recipients, or issue purchase orders on behalf of any organization.
- No Brokerage or Agency: Traceline is not a broker, purchasing agent, reseller, or party to any transaction between customer organizations and suppliers.
- No Supplier Warranty: Traceline does not guarantee or warrant the commercial pricing, delivery lead times, inventory availability, or performance of any quoting supplier.
- Human Buyer Approval: All extracted line items, unit normalizations, and comparison totals require human review and approval. Users are solely responsible for verifying commercial suitability before committing corporate funds.
Customer Data & Intellectual Property
You retain 100% exclusive ownership of all commercial data, Requests for Quotes, supplier quotes, line items, pricing information, and source files submitted to Traceline.
- No Ownership Claim: Traceline claims zero intellectual property rights, title, or interest in customer quote documents or purchasing history.
- Zero Model Training: Commercial quote data is processed statelessly with Zero Data Retention flags and is never used to train public or proprietary machine learning models.
- Limited Processing License: You grant Traceline solely the limited, non-exclusive license necessary to parse, calculate, display, and export comparisons within your Organization.
Traceline Intellectual Property
Traceline and its licensors retain all rights, title, and interest in and to the platform, including its software code, user interface architecture, proprietary deterministic normalization algorithms, vector citation engines, and brand assets.
Customers may not copy, modify, distribute, reverse engineer, decompile, extract source algorithms, or attempt to circumvent security boundaries such as database Row-Level Security.
Account Authentication & Operator Access
Users authenticate through WorkOS enterprise authentication. Organizations are responsible for maintaining the confidentiality of their credentials and revoking access for departing personnel.
Traceline technical personnel operate with zero default access to customer quote files. Support access requires an explicit Operator Access Grant authorized by an Organization owner, bounded to an expiring time window, and revocable at any moment.
Limitation of Liability
To the maximum extent permitted by applicable law:
- Consequential Damages: Neither party shall be liable for indirect, incidental, special, punitive, exemplary, or consequential damages, including loss of business profits, procurement savings, goodwill, or commercial opportunities, even if advised of the possibility of such damages.
- Aggregate Liability Cap: Traceline's total aggregate liability arising out of or related to the platform or any pilot evaluation shall not exceed the total fees actually paid by the customer to Traceline in the twelve (12) months preceding the claim, or $100.00 USD in the case of unpaid preview or pilot access.
Warranty Disclaimer
Except as expressly provided in a signed commercial agreement, the platform is provided on an “as is” and “as available” basis. Traceline disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular procurement purpose, and non-infringement.
Termination & Hard Deletion
Either party may terminate an evaluation or subscription in accordance with the governing order agreement.
Upon account termination or request by an Organization owner, Traceline executes an irrevocable hard deletion: all database rows, uploaded quotes, line items, and files are permanently purged from active systems and backups in accordance with our data handling specification.
Governing Law & Legal Notices
These terms shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to conflict of law principles.