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Terms of Service
These Terms of Service (as modified from time to time, these “Terms”) were last updated on November 20, 2025. Woofound, Inc. d/b/a Traitify (“Traitify”) reserves the right to periodically modify these Terms. Any such modifications will automatically become effective with respect to any new Order Form or Renewal Term. Archived versions of the terms of service are available by emailing legal@traitify.com.These Terms are incorporated into each applicable Order Form, and together with the Order Form(s), constitute a single agreement (the “Agreement”) between Client and Traitify (each a “Party” and together the “Parties”).
Definitions
“Affiliate” means, with respect to a Party, any entity that, directly or indirectly, controls, is controlled by or is under common control with such Party, where “control” is defined as the ownership of at least fifty percent (50%) of the equity or beneficial interests of such entity.
“Applicable Law” means any local, state, national and/or foreign law, treaties, and/or regulations, in each case, to the extent applicable to such Party in the performance of its obligations or exercise of its rights under the Agreement.
“Client” means that Party that has entered into an Order Form with Traitify to subscribe for Services.
“Client Data” means the electronic data or information submitted, provided, uploaded, transmitted, imported, or otherwise made available by or on behalf of Client to Traitify through the Services, including Personal Information..
“Cloud Software” means the Traitify software made available to Client pursuant to the Agreement, including any related improvements, modifications, updates, and associated documentation.
“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or in the future in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
“Order Form” means any ordering document, including a statement of work or order form, pursuant to which Client purchases or subscribes to Services, that is signed by an authorized representative of each Party and references these Terms.
“Personal Information” or “Personal Data” shall have the meaning set out in the Data Processing Addendum incorporated by reference and attached hereto as Schedule 1 (the “DPA”).
“Professional Services” means the professional services to be provided by Traitify to Client as described in an Order Form, which may include integration, configuration, and implementation services.
“Services” means the products and services provided by Traitify pursuant to the Agreement, including Cloud Software and Professional Services.
“Sub-Processor” means a Supplier that receives Personal Information for processing activities to be carried out on behalf of Client.
“Supplier” means a third party that supports Traitify in delivering the Services to Client.
“User” means an individual that is authorized by or on behalf of Client to access or use the Services. A User may include an employee of Client or its Affiliates, or other third parties, provided such third party is not a direct competitor of Traitify.
Scope of Service
Provision of Cloud Software. Traitify will make the Cloud Software available to Client for Client’s internal business purposes, subject to the terms and conditions of the Agreement.
Service Requirements. Traitify may make commercially reasonable changes to the Cloud Software without notification or consent, provided the changes do not materially decrease the features or functionality of the Cloud Software. Traitify will comply with Applicable Law.
Data Security. Traitify has implemented and will maintain a commercially reasonable, risk-based, written, information security program that includes administrative, technical, and physical safeguards designed to protect the Cloud Software and Client Data against accidental, unauthorized, or unlawful access, disclosure, destruction, loss, or misappropriation, consistent with reasonable industry standards.
Client Involvement in Services. Traitify’s ability to perform certain Services depends on information and responses provided by Client. Client will: (i) provide the appropriate and necessary resources and timely and accurate information and documentation, as reasonably requested by Traitify, to allow Traitify to perform the Services; (ii) carry out reviews and respond to requests for approval and information on a timely basis; (iii) ensure that Traitify has sufficient access to personnel familiar with Client’s requirements and with the expertise and authority necessary to permit Traitify to undertake and complete the Services; (iv) make available to Traitify resources, materials, information, data, and/or facilities that Traitify may reasonably require to carry out its Services; and (v) designate a project management contact for the purposes of communication with Traitify, who will be the primary point of contact for Client for matters relating to Traitify’s provision of Services. Client acknowledges that any delay in the performance of its obligations may impact Traitify’s ability to perform the Services, and Traitify will not be liable for any delay to the extent caused by Client’s failure to meet its obligations under the Agreement.
Proffesional Services
General. Any and all Professional Services to be performed by Traitify will be described in an Order Form.
Traitify’s Obligations. Traitify will perform Professional Services in a professional and workmanlike manner in accordance with customary industry standards using commercially reasonable care and skill, but Traitify will determine the method and means for performing the Professional Services.
Deliverables. Traitify does not provide any custom deliverables, products or services under the Agreement which would qualify as work-made-for-hire. Professional Services will be performed remotely unless otherwise specified in an Order Form, in which case, Client will be invoiced for expenses incurred in connection with Professional Services in accordance with Section 6(h) of these Terms. Professional Services are provided for the purposes of implementing and configuring Client’s instance of the Cloud Software in accordance with Client’s instructions and requirements and such Services are not intended as, and will not constitute, legal advice.
Client Use of Services
Use of Services.
Users. User accounts cannot be shared or used by more than one User, except that Client may reassign access to new Users to replace former Users who no longer use the Services. Client and Users will keep passwords for their use of the Services confidential and secure. Any act or omission by a User will be treated as if it is an act or omission by Client under the Agreement, and Client is responsible for all acts and omissions of its Users.
Equipment. Client is responsible for (i) obtaining and maintaining all equipment and ancillary services needed to connect to, access, and use the Services, including modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively “Equipment”); and (ii) maintaining the security of Equipment, Client accounts, and files that Client uploads to the Cloud Software. Traitify will have no liability for Client’s inability to use or access the Services due to Client’s failure to comply with this Section 4(c).
Suspension. Notwithstanding anything to the contrary in the Agreement, Traitify may temporarily suspend Client’s and any User’s access to any portion or all of the Services if Traitify reasonably believes that (i) there is a threat or attack on any of the Services; (ii) Client’s or any User’s use of the Services disrupts or poses a security risk to the Services or any other client or Supplier of Traitify; or (iii) Client or any User is using the Services for unauthorized, fraudulent, or illegal activities (each, a “Service Suspension”). Traitify will use commercially reasonable efforts to (x) provide written notice of any Service Suspension to Client and updates regarding resumption of access to the Services following any Service Suspension; and (y) to restore access to the Services as soon as practicable after the event giving rise to the Service Suspension is cured. Traitify will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Client or any User may incur as a result of a Service Suspension.
Client Third-Party Providers. In connection with its use of the Services, Client may, and may request that Traitify, import data from and export data to third-party service providers used by Client (with whom Client has entered into separate terms), including via an integration with the Services (“Client Third-Party Providers”). In such an instance, Client authorizes Traitify to transfer (import and export), store, and process such data on Client’s behalf. Traitify will not be responsible for any act or omission of Client Third-Party Providers, including a Client Third-Party Provider’s access to, use, provision, modification, or deletion of Client Data. Traitify does not warrant or support any products or services provided by a Client Third-Party Provider..
Traitify Supplier
Suppliers. Traitify will make Client Data available to Suppliers as required to provide the Services and otherwise in accordance with the Agreement.
Payment
Fees. Client will pay all fees specified in an applicable Order Form (“Fees”). Upon a Renewal Term, Traitify may increase Fees to reflect changes to its list prices, provided, that such changes will not exceed five percent (5%) per year. All Fees are in U.S. Dollars, unless otherwise agreed in the applicable Order Form, and are exclusive of all currency exchange fees.
Payment and Invoicing. Unless stated otherwise in an applicable Order Form: (i) annual subscription Fees will be invoiced annually in advance, on or shortly after the effective date set out in the applicable Order Form (the “Order Form Effective Date”) or the applicable anniversary of the Order Form Effective Date; (ii) one-time fees shall be invoiced upfront, in full, on or shortly after the Order Form Effective Date; and (iii) invoices will be sent to Client via email to the Client’s designated billing contact. Traitify will submit an invoice to Client reflecting the Fees due and owing, and payment will be due and payable within thirty (30) days of invoice receipt.
Late Payment. Any payment not received by Traitify by the payment due date will accrue simple interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. Notwithstanding the foregoing, payments subject to a good faith dispute pursuant to Section 6(d) will not accrue late charges.
Disputed Payments. Client may dispute in good faith all or part of an invoice by: (i) providing written notice to Traitify of such dispute within ten (10) days of the date of the invoice; (ii) providing a description of the dispute sufficient to allow Traitify to analyze the dispute, as part of the written notice; (iii) paying all undisputed amounts when due; and (iv) paying all disputed amounts promptly after resolution of the applicable dispute.
Suspension for Non-Payment. Except with respect to Fees subject to a good faith dispute under Section 6(d), if Client’s account is more than thirty (30) days past due, in addition to any other rights or remedies Traitify may have under the Agreement or Applicable Law, Traitify may suspend the Services upon written notice, without liability, until such amounts are paid in full.
Future Functionality. Client agrees that its purchases under the Agreement are neither contingent on the delivery of any future functionality or features, nor dependent on any oral or written statements made by Traitify or its Representatives (defined below) regarding future functionality or features of the Services.
Taxes. Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including value-added, sales, use, or withholding taxes, assessable by any applicable jurisdiction (collectively, “Taxes”). Client is responsible for paying all Taxes associated with its purchase and/or use of the Services. If Traitify has the legal obligation to pay or collect Taxes for which Client is responsible under this Section, Traitify will invoice Client and Client will pay that amount unless Client provides Traitify with a valid tax exemption certificate authorized by the appropriate taxing authority. Traitify is responsible for taxes assessable against it based on its income, property, and employees.
Expenses. Traitify will be entitled to reimbursement by Client of all pre-approved, reasonable, out-of-pocket expenses directly related to performing the Services.
Confidentiality
Definition of Confidential Information. As used in the Agreement, “Confidential Information” means all confidential or proprietary information provided by or on behalf of a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) or its directors, officers, employees, consultants, contractors, auditors, Affiliates, Suppliers, Sub-Processors, legal and financial advisors, or other representatives who need to know such Confidential Information and who are under confidentiality and non-use restrictions at least as protective of Disclosing Party’s Confidential Information as this Agreement (collectively, “Representatives”) during a Subscription Term, including technical, business, financial, marketing or other information of every kind or nature (including trade secrets, know-how and information relating to the technology, Services, Cloud Software, designs, specifications and prototypes, clients, business plans, promotional and marketing activities, finances and other business affairs of such Party), third-party confidential information, and the terms and conditions of the Agreement. Client Data will be considered Confidential Information of Client.
Exclusions. Confidential Information does not include any information that: (i) is or becomes generally available to the public through no improper action or inaction by the Receiving Party or its Representatives; (ii) was rightfully known by the Receiving Party or its Representatives, without restriction, prior to receipt from the Disclosing Party; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (iv) Disclosing Party has agreed in writing that Receiving Party may disclose, including as set forth in Section 7(c) below.
Confidentiality Obligations. Except as otherwise set forth in the Agreement, each Party will: (i) hold in strict confidence, and not transfer, convey or otherwise disclose or make available, the Confidential Information of the other Party, except to its Representatives, (ii) use the Confidential Information solely to perform its obligations or exercise its rights under the Agreement, and (iii) use the same degree of care to protect the other party’s Confidential Information as it uses to protect its own Confidential Information, but not less than reasonable care. Any action or inaction by a Representative of the Receiving Party that, if taken or failed to be taken by the Receiving Party, would constitute a breach of this Section 7, will constitute a breach of Section 7 by the Receiving Party, and the Receiving Party will be responsible for any breaches by its Representatives. The Parties agree that the Confidential Information of the other Party is, and will remain, the property of such other Party. The Receiving Party obtains no right, title, interest, or license in or to any of the Confidential Information of the Disclosing Party except for the rights expressly set forth in the Agreement.
Permitted Disclosures. Notwithstanding Section 7(c) above, the Receiving Party may disclose the Confidential Information of the Disclosing Party in response to a valid court order, subpoena, civil investigative demand, law, rule, regulation (including any securities exchange regulation), or other governmental action, provided that, to the extent permitted by law: (i) the Disclosing Party is notified in writing prior to disclosure of the information; (ii) the Receiving Party uses reasonable efforts to allow the Disclosing Party to obtain a protective order or, in the absence of a protective order, to limit the disclosure of, and obtain confidential treatment for, the Disclosing Party’s Confidential Information, in each case, at the Disclosing Party’s expense; and (iii) the Receiving Party allows the Disclosing Party to participate in the proceeding that requires the disclosure at the Disclosing Party’s expense.
Remedies. Each Party agrees that the other Party may have no adequate remedy at law if there is a breach or threatened breach of this Section 7 and, accordingly, that either Party is entitled (in addition to any legal or equitable remedies available to such Party) to seek injunctive or other equitable relief without the necessity of proving actual damages to prevent or remedy such breach. The obligations set forth in this Section 7 will survive any expiration or termination of the Agreement.
Proprietarty Rights
Reservation of Rights. Traitify is and will remain the exclusive owner of all right, title and interest in and to the Services, including (i) all improvements, enhancements or modifications to the Services; (ii) any software, applications, inventions or other technology developed in connection with delivering the Services; and (iii) all related Intellectual Property Rights. In addition, and notwithstanding any language to the contrary in the Agreement, Traitify will have an unlimited, irrevocable, royalty-free, worldwide, perpetual, transferable and sublicensable (through multiple levels of sublicensees) right and license, but no obligation, to use and/or incorporate into the Traitify offerings, any suggestions, recommendations, requests or feedback relating to the Traitify offerings that are provided by or on behalf of Client. All Intellectual Property Rights in any work arising from or created, produced or developed by Traitify, whether alone or jointly with others, under or in the course of the Agreement, will immediately upon creation or performance vest absolutely in, and will be and remain the property of, Traitify. Client will not acquire any right, title or interest in and to the Services or any related Intellectual Property Rights, except as expressly set forth in the Agreement.
Client Data. As between Client and Traitify, Client owns all Client Data. Except as set out in the Agreement, Traitify will not acquire any rights in Client Data or any related Intellectual Property Rights. Client Data shall only be used to (i) provide the Services, including to prevent or attend to service or technical problems; and (ii) detect security incidents and protect against fraudulent or illegal activity. Traitify may deidentify Client Data for the purposes set out in (i) and (ii) of the prior sentence (as deidentified “Deidentified Client Data”) and Client instructs Traitify to deidentify Client Data for such purposes.
Personal Information. Traitify will process Personal Information in accordance with the DPA.
Services Data. Notwithstanding anything to the contrary in the Agreement, Traitify may use Deidentified Client Data (i) to build, improve and enhance the quality or performance of the Traitify offerings, including developing benchmarks; (ii) for other development, diagnostic and corrective purposes in connection with Traitify offerings; and (iii) to produce analyses, data and/or reports relating to the Traitify offerings ((i) through (iii) collectively, “Services Data”). Traitify owns all rights, title, and interest, including all Intellectual Property Rights, in and to the Services Data, which is the Confidential Information of Traitify. No licenses to such data are granted to Client, whether express, implied, by estoppel or otherwise.
Term and Termination
Term. Unless stated otherwise in an applicable Order Form, the initial term of Client’s subscription to the Services will begin on the date the applicable Order Form is signed by both Parties and continue until the three-year anniversary of that date (the “Initial Term”). As between Client and Traitify, the Agreement will terminate when Client’s Subscription Term(s) for all Services have expired or are otherwise terminated as provided herein.
Renewal. Upon the expiration of the Initial Term or any Renewal Term, to the extent Client consents to automatic renewal, Client’s subscription for the Services will automatically renew for successive one-year periods (each, a “Renewal Term” and each Renewal Term together with the Initial Term, the “Subscription Term”), unless either Party provides the other Party with written notice of intent to terminate at least thirty (30) days prior to the expiration of the then-current Subscription Term. If sent by Client, such notice shall be sent to legal@traitify.com.
Termination. Either Party may terminate an Order Form for cause if the other Party: (i) ceases doing business; (ii) makes an assignment for the benefit of creditors or similar disposition of its assets, or becomes the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding, which is not dismissed within ninety (90) days; or (iii) materially breaches any of its obligations under the Agreement and fails to cure such breach within thirty (30) days following written notice to the breaching Party, except with respect to any Service usage that exceeds the scope set out in the Order Form, in which case Traitify may increase the Fees to account for such overage. In addition, Client may terminate its subscription to the Services without cause at any time; however, Traitify will not provide any refunds of Fees already paid, and Client will promptly pay all unpaid Fees through the end of the Subscription Term.
Consequences of Termination. Upon the expiration or termination of an Order Form, (i) Client will immediately cease accessing or using the Services subscribed for under that Order Form; (ii) all rights granted with respect to the Services subscribed for under that Order Form will immediately terminate; (iii) Client will promptly pay Traitify all amounts owing under the applicable Order Form; and (iv) Traitify will delete Client Data provided under that Order Form after thirty (30) days of the applicable expiration or termination (unless another period is required by Client and approved by Traitify), during which time Traitify will make available to Client the Client Data relevant to such Order Form in a .csv file. In the event Client rightfully terminates for cause pursuant to Section 9(c) of these Terms, Traitify shall refund to Client any prepaid Fees for Services to be delivered after the effective date of such termination.
Warranties
Warranties. Traitify will use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Traitify or by third-party providers, or because of other causes beyond Traitify’s reasonable control, but Traitify will use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Traitify does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services.
Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” AND TRAITIFY, ON BEHALF OF ITSELF AND ITS REPRESENTATIVES, DISCLAIMS ALL WARRANTIES AND MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ACCURACY. CLIENT ACKNOWLEDGES THAT NEITHER TRAITIFY NOR ITS REPRESENTATIVES CONTROL CLIENT EQUIPMENT, NETWORKS OR SYSTEMS OR THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES (INCLUDING THE INTERNET) AND WILL NOT BE RESPONSIBLE FOR ANY RELATED FAILURES.
Indemnification
Indemnification by Traitify. Traitify will defend, indemnify and hold Client and its trustees, officers, employees, and agents, harmless from any and all liabilities, claims, damages, obligations, actions, lawsuits, losses, judgements, fines, penalties, costs or expenses (including reasonable attorney’s fees) in connection with in connection with claims, demands, suits or proceedings made or brought against Client by a third party alleging that the Cloud Software infringes any third party’s Intellectual Property Rights (each, an “Indemnification Claim”); provided, that Client complies with the indemnification procedures set out in Section 11(e). If Client is enjoined from using the Services or Traitify reasonably believes it will be enjoined, Traitify will have the right, at its sole option, to obtain for Client the right to continue use of the Services or to replace or modify the Services so that they are no longer infringing. If Traitify determines that neither of those options is commercially reasonable, the use of the Services may be terminated at either Party’s option. In event of such a termination, Traitify will continue to indemnify, defend, and hold Client and its trustees, officers, employees, and agents harmless, and will refund to Client any prepaid Fees for the Services that were to be provided after the effective date of termination. This provision will survive the termination or expiration of the Agreement.
Exceptions. Traitify will not have any obligation under Section 11(a) to the extent any Indemnification Claim arises from: (i) use or modification of the Cloud Software by Client, its Representatives, or Users in conflict with Client’s obligations or as a result of any prohibited activity as set forth under the Agreement; (ii) use of the Cloud Software in a manner inconsistent with any applicable documentation; (iii) use of the Cloud Software in combination with any other product or service not provided by Traitify; or (iv) use of the Cloud Software in a manner not otherwise contemplated by the Agreement.
Exclusive Remedies. CLIENT AGREES THAT SECTIONS 9(c), 11(a) and 11(b) TOGETHER SET FORTH TRAITIFY’S SOLE AND EXCLUSIVE LIABILITY, AND CLIENT’S SOLE AND EXCLUSIVE REMEDY, FOR ANY INDEMNIFICATION CLAIM AND THAT THESE REMEDIES ARE IN LIEU OF ANY WARRANTIES OF NON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
Indemnification by Client. Client will defend, indemnify and hold harmless Traitify, its Affiliates and their respective trustees, officers, employees, stockholders, consultants, directors, and agents from any and all liabilities, claims, damages, obligations actions, lawsuits, losses, judgements, fines, penalties, costs or expenses (including reasonable attorney’s fees) in connection with claims, demands, suits or proceedings made or brought against Traitify based on: (i) Client’s breach of Section 4 of these Terms; (ii) Client’s use of the Services in violation of Applicable Law or in a way that damages a third party; or (iii) Client Data or intellectual property actually or allegedly infringing a third party’s Intellectual Property Rights.
Indemnification Procedure. If either Party becomes aware of a claim for which it is entitled to indemnification pursuant to the Agreement (a “Claim”), such Party shall promptly provide the other Party with notice regarding the Claim; provided that the failure of a Party entitled to indemnification under this Agreement (the “Indemnified Party”) to promptly provide such notice shall not relieve the Party obligated to indemnify the Indemnified Party (the “Indemnifying Party”) of any obligation it may have to indemnify, except and only to the extent that the Indemnifying Party’s ability to fulfill such obligation has been actually and materially prejudiced thereby. The Indemnifying Party shall control the defense of the Claim, but the Indemnified Party may participate in the defense of the Claim with its own counsel at its expense. The Indemnified Party shall, at the Indemnifying Party’s expense, cooperate fully with counsel selected by the Indemnifying Party in the defense of such Claim. The Indemnifying Party may not, without the Indemnified Party’s prior written consent, settle, compromise or consent to the entry of any judgment in any such commenced or threatened Claim, unless such settlement, compromise or consent: (i) includes an unconditional release of the Indemnified Party from all liability arising out of such commenced or threatened Claim and (ii) is solely monetary in nature and does not include a statement as to, or an admission of fault, culpability or failure to act by or on behalf of, the Indemnified Party.
Limitations of Liability.
Liability Cap and Damages Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR (i) NONPAYMENT OF FEES DUE AND PAYABLE BY CLIENT UNDER THE AGREEMENT, (ii) DAMAGES ARISING OUT OF OR RELATING TO CLIENT’S VIOLATION OF TRAITIFY’S OR ITS SUPPLIERS’ INTELLECTUAL PROPERTY RIGHTS, (iii) DAMAGES ARISING OUT OF, OR RELATING TO, A PARTY’S BREACH OF SECTION 7 OF THE AGREEMENT THAT DOES NOT ARISE OUT OF OR RELATE TO THE PROCESSING OF CLIENT DATA HEREUNDER, AND (iv) AMOUNTS PAYABLE TO A THIRD PARTY IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11: (A) THE CUMULATIVE, AGGREGATE LIABILITY OF EITHER PARTY AND ITS RESPECTIVE AFFILIATES TO THE OTHER PARTY FOR ALL CLAIMS RELATED TO THE SERVICES AND/OR THE AGREEMENT (INCLUDING ALL ORDER FORMS) WILL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID OR PAYABLE BY CLIENT TO TRAITIFY FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; AND (B) NEITHER PARTY (NOR ITS RESPECTIVE AFFILIATES OR SUPPLIERS) WILL BE LIABLE FOR ANY LOST PROFITS, LOST REVENUE, INTERRUPTION OF BUSINESS, LOSS OF BUSINESS INFORMATION, LOSS OF USE, DELETION OR LOSS OF DATA OR FAILURE TO STORE DATA, COSTS OF RECREATING DATA, OR THE COST OF ANY SUBSTITUTE EQUIPMENT SOFTWARE OR SERVICES, IN EACH CASE WHETHER DIRECT OR INDIRECT IN NATURE, OR FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, INDIRECT OR PUNITIVE DAMAGES ARISING IN ANY WAY OUT OF THE USE OF THE SERVICES OR THE AGREEMENT REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND EVEN IF A PARTY IS INFORMED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES IN ADVANCE.
Basis of the Bargain. BOTH CLIENT AND TRAITIFY AGREE THAT THE LIMITATIONS AND WAIVERS SET FORTH IN THIS SECTION 12 APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND BUT FOR THOSE LIMITATIONS, THE PARTIES WOULD NOT HAVE ENTERED INTO THE AGREEMENT. Any right of action, proceeding or claim permitted under or in connection with the Agreement must be brought within twenty-four (24) months after the occurrence of the act, omission or event first giving rise to the liability or the right to bring such action, proceeding, or claim is irrevocably waived.
General Provisions
Relationship of Parties. The Parties are independent contractors. The Agreement is not intended to, and does not create, a partnership, franchise, joint venture, agency, personnel leasing, fiduciary or employment relationship between the Parties.
Notices. Except as otherwise set forth herein, all notices must be in writing and in English and may be sent by e-mail (if to Traitify, to legal@traitify.com and if to Client, to the primary billing e-mail address on the Order Form or the applicable Cloud Software administrator account email address), except: (i) notice of breach or demands for indemnification must be sent by either certified mail or internationally recognized courier to the address indicated in the relevant Order Form or such other address as either Party may indicate by at least ten (10) days’ prior written notice to the other Party.
Waiver. No waiver of any right under the Agreement will be deemed effective unless contained in a writing signed by a duly authorized representative of the Party to be bound, and no waiver of any past or present right arising from any breach or failure to perform will be deemed a waiver of any future right arising under the Agreement.
Force Majeure. If by reason of labor disputes, pandemic, public health emergency, strikes, lockouts, riots, war, terrorism, earthquake, fire or other action of the elements, accidents, governmental restrictions, appropriation or other causes beyond the reasonable control of a Party hereto, a Party is unable to perform in whole or in part its obligations under the Agreement, then such Party will be relieved of those obligations to the extent it is unable to perform, and such inability to perform will not make a Party liable to the other Party. A Party will not be liable for any losses, injury, delay or damages suffered or incurred by the other Party due to these causes. For avoidance of doubt, under no circumstance will an event of force majeure excuse a Party’s obligations to make payments when due under this Agreement, unless such force majeure event results in a failure of the wire system or other failure of the banking system that deprives a Party access to otherwise available funds.
Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party (which consent will not be unreasonably withheld, conditioned or delayed), except that Traitify may assign the Agreement in whole or in part, without consent, to Traitify’s Affiliates or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Traitify’s assets so long as the assignee agrees to be bound by all of the terms of the Agreement. Any attempt by a Party to assign its rights or obligations under the Agreement other than as permitted by this Section will be void and of no effect. Subject to the foregoing, the Agreement will bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
Governing Law. The Agreement will be governed exclusively by the internal laws of the State of Delaware, without regard to its conflict of laws rules. Venue will be in the state and federal courts of Delaware. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods and Uniform Computer Information Transaction Act are expressly excluded from the Agreement.
Export. Each Party will comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services.
Publicity. Except as set forth in the Agreement, neither Party will use the other Party’s name, logos or trademarks, without the prior written consent of the other Party, in any written press releases, advertisements and/or marketing materials, except that Traitify may use Client’s name and logo in lists of Traitify clients and on the Traitify website. Such usage will not be classified as an advertisement but an identification as an entity who receives Services from Traitify.
Entire Agreement. The Agreement, including any appendices, schedules, exhibits, Order Forms, or addenda, sets forth the entire understanding and agreement between the Parties with respect to the subject matter of the Agreement and supersedes all earlier agreements, understandings, proposals, discussions, negotiations, representations and warranties, both written and oral, regarding the subject matter. The Agreement, and each Party’s rights and obligations hereunder, may only be amended by a written amendment, signed by both Parties, that expressly references the Agreement. No additional terms presented by either Party in any purchase order, vendor registration or management terms and conditions, code of conduct, click-through or other similar terms and conditions (“Additional Terms”) shall modify or amend either Party’s rights or obligations with respect to subject matter of the Agreement. Any and all such Additional Terms are expressly rejected, notwithstanding any agreement to or acceptance of such terms by each Party, and shall have no force or effect, as the terms and conditions of the Agreement shall govern.
Counterparts and Execution. Any portion of the Agreement may be executed in counterparts, which taken together will form one binding legal instrument. The Parties consent to the use of electronic signatures in connection with the execution of the Agreement, and further agree that electronic signatures to the Agreement will be legally binding with the same force and effect as manually executed signatures, provided that such signatures must be made using a technology designed for electronic signatures and a mere email which appears to state consent to an agreement or action will not be considered an electronic signature.
Attorney’s Fees and Costs. The prevailing Party in any action or proceeding to enforce the Agreement, including any efforts to collect amounts due under the Agreement, is entitled to recover from the other Party its costs and attorney’s fees in addition to damages.
Equitable Relief. Notwithstanding anything to the contrary set forth herein, any Party may immediately seek equitable relief (without the necessity of posting bond), including temporary injunctive relief, against the other Party in any court of competent jurisdiction with respect to any and all equitable remedies sought in connection with the Agreement. In addition, Traitify may, at its option, pursue any and all remedies available at law and in equity in any court of competent jurisdiction with respect to any claim against Client for nonpayment under the Agreement.
Cumulative Remedies. Except as otherwise set forth in the Agreement and subject to the terms of the Agreement, all remedies available to either Party for breach of the Agreement are cumulative and may be exercised concurrently or separately, and the exercise of any one remedy will not be deemed an election of such remedy to the exclusion of any other remedies.
Interpretation. In the event of a dispute between the Parties, the Agreement will not be construed for or against either Party but will be interpreted in a manner consistent with the intent of the Parties as evidenced by the terms of the Agreement. The word “including” or any variation thereof means “including, without limitation.” References to a specific website or URL include any successor or replacement websites or URLs.
Severability. If any provision in the Agreement is held invalid or unenforceable, that provision will be construed, limited, or modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, and the other provisions of the Agreement will remain in full force and effect.
Survival. Sections concerning the Parties’ rights and obligations that are designed to operate after termination or that are necessary to enforce any right will survive termination of the Agreement.
Acceptable Use Policy
ACCEPTABLE USE OF SERVICE.
You agree as follows in respect of the acceptable and unacceptable uses of the Service (as defined in the Terms of Use). You will not and covenant not to:
The above list of acceptable and unacceptable uses of the Service is not intended to be exhaustive, but rather illustrative of the range of unacceptable uses. We have the right in Our sole discretion to determine whether any particular conduct is an acceptable use of the Service. In cases where We determine You engaged in conduct that You reasonably believed did not violate this policy in good faith, We will attempt to provide You electronic notice of Our determination that such conduct is not an acceptable use, but in an emergency as determined by Us, We may immediately terminate such access and make attempts at post termination notice.
Privacy Statement
This Privacy Statement is designed to tell you about Woofound, Inc. t/a Traitify ("Traitify", "We", or "Us") practices regarding collection, use, and disclosure of information related to your use of websites, mobile applications and other electronic services that link to this Privacy Statement (collectively the "Service"). Please be sure to read this entire Privacy Statement before using the Service.
Acceptance
By registering for or otherwise using the Service, you agree to the terms of this Privacy Statement. Specifically, you authorize the collection, processing, retention, and disclosure of Information about You by Traitify and its affiliates, business partners, and service providers for the purposes described in this Privacy Statement or as described to you during your interactions with the Service. For example, We might clarify our practices when you register or when you use the Service, or one of its functions, for the first time.
Effective Date and Changes to this Privacy Statement
This Privacy Statement is updated as of June 16, 2014. We reserve the right to update this Privacy Statement. If We update this Privacy Statement, We will use reasonable electronic efforts to advise you of the change, which may include posting a notice of the change in the Service, or we may send you an electronic notification of the change. If We electronically notify you by an electronic communication, We will provide these electronic messages to your last known or provided electronic communication address (which may be for example, a text message address, Twitter user name, Facebook address or other site address). You are responsible to review communications we send to those addresses, to authorize communications from us, and to keep those addresses up to date. Use of the Service after our notice of a change in the Privacy Statement is acceptance of the terms and changes in the updated Privacy Statement, which shall, unless expressly prohibited by applicable law (or unless expressly stated in such changed Privacy Statement), be effective from the inception of your use of the Service.
Information about You
We, along with our affiliates, business partners, and service providers, use the Information about You to support your use of the Service. Information about You includes direct identifiers-such as your name, user name or number, and contact information-and other information associated with the direct identifiers-such as account information. If We remove direct identifiers about you, such information is no longer considered Information about You and is not subject to this Privacy Statement. Information about You is collected through a variety of sources, including directly from you, through your interaction with the Service, and from the other persons who may provide Information about You through the Service. Many functions of the Service involve you directly submitting information (such as by subscribing to one of our services) so you may benefit from features or participate in activities using the Service. For example, We collect or derive Information about You through the Service when you respond to questions and images to derive your personality profile.
Other Sources of Information about You
We may also receive Information about You from other sources, such as from other users with whom you interact through the Service, sponsors, third party social media platforms, advertising partners, and other parties. Such information is used to help manage and administer the Service, provide services that you request, and contact you. We may also receive Information about You from marketing and research firms to help Us improve our services.
Uses of Information about You
We, along with our affiliates, business partners, and service providers, use the information about you to provide or promote our products and services, to fulfill your information requests, and contact you as you have requested. Except as otherwise stated, we may also use information about you to improve our programs or the content of our Service, and for our analysis. In cases where We remove the elements of your information that could identify you, We may use and disclose the resulting "de-identified" information without restrictions. For example, We may create de-identified, statistical, and aggregate data results for research purposes and for reporting to other organizations. This data reported will not contain personal identifiers and will not identify individuals.
Exchanging information with Other Parties
We may share information with the following parties for the following purposes:
Managing Information about You
To keep the information that you provide via this Service accurate, current, and complete, please contact Us as specified below and We will take appropriate steps to update or correct such information in our possession, or to make changes to the Information about You so that we no longer contact you for certain purposes.
Communicating with You
We may communicate with you through electronic communications and through the Service, such as through the use of notifications and alerts. You may manage certain other ways in which We communicate with you. For example, you may subscribe or unsubscribe to certain electronic communications from Us, such as for notifications and marketing. You may not unsubscribe from administrative Service and electronic messages that We may send, such as to alert you of changes in our Privacy Statement or Terms of Service.
Links to Other Services
The Service may provide hyperlinks and references to other websites, or allow you to connect your information on this Service to such sites. Our Privacy Statement does not apply to those websites, and we are not responsible for the content or function of those websites. We encourage you to become familiar with the privacy practices of the other websites that you use.
Security
We take reasonable steps to protect Information about You in our possession and control, and to protect the information from loss, misuse, and unauthorized access, disclosure, or alteration.
Contacting Us
We are happy to hear from you. If you have any questions about this Privacy Statement or the practices of the Service, you may contact us or User Support.
Traitify
101 N. Haven St.
Baltimore, MD 21224
Other Special Considerations
Technology Logging, Cookies, and Related Techniques
When you interact with the Service, your browser or other device may communicate other technical information that we use as part of our Services. For example, as you use the Service, your browser or other device communicates with our technology, which in turn keeps records of your interactivity and requests for services and content to assist Us in managing and improving the utility of the Service, and to conduct research and analysis on its use. The types of such interactive information may include your Internet Protocol (IP) address, browser / device type, URL, requests made, device identification information, and related technical usage information. We use cookies and other remote side storage technology to authenticate you to the Service, to analyze how the Service is used, to link information about how you use the Service with your account, and to help tailor our Services. Our affiliates, business partners, and service providers may also use cookies and other technical means for these purposes. The Service may not function properly if your browser or device is configured so it does not accept these associated cookies and other technical means.
Information about Children
The Service is not intended for use by persons under the age of 13.
Rights under Laws
You may have additional rights under state law to access certain information; for example California residents may have rights under California Code Section 1798.83. We honor those rights.
Location of Processing
Traitify is a United States of America business with its core operations in the United States. Information about You may be processed by Us, our affiliates, business partners, or service providers in the United States and elsewhere in the world where privacy rules may differ from those of the country in which you reside.
Application Program Interface License
This Application Program Interface License Agreement (the "Agreement") is by and between Woofound, Inc. t/a Traitify ("Traitify") and the person or entity ("you" or "your" or similar pronouns) downloading, accessing, or otherwise using the program interface to Traitify's online services (the "Traitify API"). If you are entering into this Agreement on behalf of a company or other entity, you represent and warrant that you have authority to bind such company or other entity to this Agreement. If this Agreement is made part of another written agreement such as an order for services, whether or not made via electronic means (the "Order Agreement"), the terms and conditions of this Agreement are supplementary to such other agreement, and if there is an actual conflict between them, the terms and conditions of the other written agreement control over this Agreement. Notwithstanding the above, this Agreement shall control over any Terms of Service/Terms of Use available on the Traitify website. By building, distributing, making available or otherwise providing applications or services that connect to and/or use the Traitify API (the "Third Party Application(s)") you agree to be bound by, to comply with, and are a party to, this Agreement.
Defined Terms.
License/restrictions. By using the Traitify API or otherwise accessing Traitify Data and Content, subject to any terms in an Order Agreement, you agree that such access and use is licensed under the following licenses, and limited, as follows:
Modifications. You acknowledge and agree that Traitify may modify (including but not limited to updating) this Agreement and any Privacy Policy, terms of service or other policies, the Traitify Services and the Licensed Materials from time to time (a "Modification"). Except for modifications of the Traitify Services, you will generally be notified about Modifications through notifications from Traitify, though Traitify is not obligated to do so. If you do not agree with any changes made by Traitify, your sole remedy is to terminate this Agreement. Your continued access to or use of the Traitify Services or any Licensed Materials following such changes shall constitute binding acceptance of the applicable Modification(s). Traitify will attempt, but is not obligated, to provide thirty (30) days notice of any Modification that is not backwards compatible or that Traitify reasonably believes will remove or materially alter significant functionality of the Traitify API.
Ownership.
Support. This Agreement does not entitle you to any support for the Licensed Materials, unless otherwise provided in an Order Agreement. Any such support provided by Traitify shall be subject to the terms of this Agreement as modified by any Order Agreement. You are solely responsible for providing all support and technical assistance to Users. You acknowledge and agree that Traitify has no obligation to provide support or technical assistance directly to your Users and you shall not represent to any of your Users that Traitify is available to provide such support.
Content.
Privacy.
Confidentiality. You may from time to time, gain access to proprietary information, technical data, trade secrets or know-how, including, but not limited to, source code, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information that is either marked as "confidential" or disclosed in such a manner that it would be reasonably apparent it should be treated confidentially ("Confidential Information"). You may use Confidential Information only to the extent necessary to exercise your rights under this Agreement. You may not disclose Confidential Information to a third party without the prior express consent of Traitify, provided in writing or by email. You agree that you will protect Confidential Information from unauthorized use, access, or disclosure in the same manner that you would use to protect its own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care. If a third party makes a legal request for Confidential Information, you will promptly notify Traitify in writing and reasonably cooperate with Traitify in protecting such information in such proceeding.
Term and Termination; Survival. Except as provided in an Order Agreement, this Agreement shall commence on the date you first download or otherwise acquire the Traitify API and will remain in effect until terminated by either party by written notice. Traitify may terminate this Agreement immediately if Traitify reasonably determines in its subjective good faith that you or any of your Users have or are likely to violate any provision of this Agreement. Any termination of this Agreement shall also terminate the licenses granted hereunder. Upon termination of this Agreement for any reason, you will stop using, and either return to Traitify, or at Traitify's election destroy and remove from all computers, hard drives, networks, and other storage media, all copies of the Licensed Materials and any Confidential Information in your possession, and shall certify to Traitify that such actions have occurred. All provisions of this Agreement survive its termination except Sections 2.a and 2.b, provided that to the extent a User has downloaded or otherwise maintained a copy of the Traitify Data and Content, such User shall have a continuing license to use such Traitify Data and Content for that User's own personal purposes.
Representations and Warranties. You represent and warrant that: (i) you have the necessary power and authority to enter into this Agreement, and that the performance of your obligations will not constitute a breach or otherwise violate any other Agreement or the rights of any third party arising therefrom; (ii) you will maintain, throughout the Term, all required rights and licenses related to your Third Party Applications and your Third Party Applications shall not infringe or otherwise violate any third party rights, including but not limited to third party intellectual property rights; and (iii) your uses of the Licensed Materials do and shall comply with all applicable foreign, federal, state and local laws, rules, and regulations.
Indemnification. You hereby indemnify, agree to defend and hold Traitify, its subsidiaries, affiliates, officers, employees, and agents harmless from any and all claims, damages, losses, liabilities, actions, judgments, costs, and expenses brought by a third party arising out of or in connection with: (i) any act or omission by you in connection with your use of the Traitify Services or the Licensed Materials; (ii) your use of the Traitify Services or the Licensed Materials other than as expressly allowed by this Agreement; (iii) your breach of this Agreement, including but not limited to your representations and warranties herein; (iv) your breach of applicable laws, rules, regulations or orders, or any third party obligations; (v) infringement by you of any third party's patent, copyright, trade secret, trademark or other proprietary rights; or (vi) your Third Party Applications and services.
Disclaimer. THE TRAITIFY SERVICES AND THE LICENSED MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. TRAITIFY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE LICENSED MATERIALS AND THE TRAITIFY SERVICES, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INTERFERENCE WITH QUIET ENJOYMENT, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, AND ANY IMPLIED WARRANTIES ARISING UNDER ANY UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT. THERE IS NO WARRANTY THAT THE SYSTEM, THE SOFTWARE, OR ANY INFORMATION, SOFTWARE, COMPUTER PROGRAM, SERVICES, EFFORTS, OR ANY SYSTEM PROVIDED BY LICENSOR WILL FULFILL ANY PARTICULAR PURPOSES OR NEEDS OF LICENSEE OR ANY AFFILIATE. FURTHER, TRAITIFY DISCLAIMS ANY WARRANTY THAT YOUR USE OF THE LICENSED MATERIALS OR THE TRAITIFY SERVICES WILL MEET ANY OR ALL OF YOUR REQUIREMENTS OR THAT SUCH USE WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, OR SECURE. AND
Limitation of Liability. In no event shall Traitify be liable to you for any special, incidental, indirect, direct, exemplary, punitive, compensatory, or consequential damages (including loss of use, data, business or profits) arising out of or in connection with this Agreement, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not Traitify has been advised of the possibility of such loss or damage. Any claim arising our of or relating to this Agreement must be brought within one (1) year. In any case, Traitify's aggregate liability under this Agreement will not exceed fifty U.S. dollars (US$50.00). The foregoing limitations will survive and apply even if any limited remedy specified in this agreement is found to have failed of its essential purpose.
Miscellaneous. This Agreement constitutes the entire agreement among the parties with respect to the subject matter of this Agreement and supersedes and merges all prior proposals, understandings, and contemporaneous communications, whether oral, written or electronic. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Any modification of or changes to this Agreement must be in a writing duly authorized by an authorized representative of Traitify or pursuant to the provisions herein. You may not assign any of the rights or obligations granted under this Agreement, voluntarily or by operation of law (including without limitation in connection with a merger, acquisition, or sale of assets) except with the express written consent of Traitify, and any attempted assignment in violation of this paragraph is void. Traitify may assign, transfer or delegate any of its rights and obligations hereunder without notice or consent. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, including its conflicts of law rules, and the United States of America. You agree that any dispute arising from or relating to the subject matter of this Agreement shall be governed by the exclusive jurisdiction and venue of the state and federal courts in Maryland. The section and paragraph headings in this Agreement, along with all provided annotations, are for convenience only and shall not affect the interpretation of this Agreement. The failure of Traitify to enforce any part of this Agreement shall not constitute a waiver of its right to later enforce that or any other part of this Agreement. Waiver of compliance in any particular instance does not mean that Traitify will waive compliance in the future. In order for any waiver of any covenant or right under this Agreement to be binding, such waiver must be memorialized in a writing duly authorized by Traitify. Unless otherwise specified, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. All notices to Traitify shall be sent to legal@traitify.com. All notices to you shall be sent to the location or email address specified in your Traitify API or Traitify Data and Content access registration information.
Patents
An improved method for providing a consumer matching service, of the type having the steps of establishing a database of participating businesses which includes information on the experiences available from these businesses and also collecting consumer contact and experience sought information, includes the steps of: (a) establishing a consumer personality trait profile in which one's personality traits are predictive of how one is most likely to make a purchase or selection decision as it relates to choosing between an array of experiences available to a consumer, (b) ascribing to each of the available experiences similar personality traits, and (c) matching the consumer personality trait profile to the personality traits ascribed to the available items so as to compile for the consumer a list of ranked businesses which offer the experiences being sought by the consumer and most optimally match to the consumer's personality trait profile.
United States Patent - 8,954,343 - Person-to-Person Matching System
An improved system for matching individuals seeking personal relationships includes: (a) a plurality of personality categories into which an individual may be categorized, (b) a plurality of psychology-based, personality traits, (c) a plurality of preferences on various subjects that an individual may have, (d) a plurality of images for consideration by an individual, each of the images configured such that an individual who would chose to be associated with an image can be assessed to possess one of the plurality of personality traits and preferences, (e) a user interface for presenting the plurality of images and allowing an individual to identify with which of these the individual elects to be associated, and (f) an algorithm configured to utilize these elected associations to categorize this individual into one of the personality categories and to ascribe to the individual a specific set of preferences in various subject areas.
