Terms of Use

These End User Terms of Use (the “End User Terms”) govern your access to and use of the AceTrakx software platform, including all features, functionality, content, documentation, systems, and related services (collectively, the “Platform”) provided by AceTrakx LLC (“Company,” “we,” “us,” or “our”). These End User Terms form a legally binding agreement between you and the Company. By accessing or using the Platform in any way — including by logging in, creating or using an Account, viewing or interacting with any content, or otherwise utilizing any part of the Platform — you acknowledge that you have read, understood, and agree to be bound by these End User Terms. If you do not agree, you must immediately cease all access and use of the Platform.

You are accessing the Platform as an Authorized User of a Client that has entered into a separate Client Service & Platform License Agreement (“Client Agreement”) with the Company. Your use of the Platform is subject to both these End User Terms and the Client Agreement. In the event of any conflict between these End User Terms and the Client Agreement, the Client Agreement shall control with respect to the Client’s rights and obligations; however, these End User Terms shall independently bind you as an individual user.

Definitions. Capitalized terms used but not defined herein shall have the meanings given to them in the Client Agreement. “Client” means the company or organization that has contracted with the Company for access to the Platform. “Authorized User” means an employee, contractor, or agent of the Client who is authorized by the Client to access and use the Platform. “Client Content” means all data, materials, and content uploaded, submitted, or otherwise provided by or on behalf of the Client or its Authorized Users. “Company Content” and “Safety Content” have the meanings set forth in the Client Agreement.

License Grant and Scope of Use. Subject to your compliance with these End User Terms and the Client Agreement, the Company grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for the internal business purposes of the Client and only in your capacity as an Authorized User. The Platform is licensed, not sold. No ownership rights or intellectual property rights in the Platform are conveyed to you or the Client. All rights not expressly granted are reserved by the Company.

User Account and Responsibilities. You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. You agree to notify the Client and the Company immediately of any unauthorized access or use of your Account. You shall use the Platform only in compliance with these End User Terms, the Client Agreement, and all Applicable Laws (including those enforced by the Occupational Safety and Health Administration (OSHA) and other workplace safety regulations). You shall not share your Account credentials with any unauthorized person.

Acceptable Use and Restrictions. You agree to use the Platform only for lawful purposes and in a manner consistent with the Client’s internal business operations. You shall not, and shall not attempt to: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying structure of the Platform; (ii) modify, adapt, translate, or create derivative works based on the Platform; (iii) resell, sublicense, rent, lease, distribute, or otherwise transfer access to the Platform; (iv) use the Platform for competitive analysis or any purpose unrelated to the Client’s authorized internal use; or (v) upload, transmit, or introduce any content that is unlawful, harmful, infringing, or that interferes with the operation of the Platform.

Intellectual Property. The Company retains all right, title, and interest in and to the Platform, its underlying software, architecture, workflows, Company Content, and all intellectual property rights therein. You retain ownership of any Client Content you personally upload, but by uploading or submitting such content you grant the Company a limited license to host, display, transmit, and process it as necessary to provide the Platform. All Company Content and Safety Content are provided for general informational and educational purposes only and remain the exclusive property of the Company.

Safety Content and OSHA Disclaimer. All Safety Content and other materials made available through the Platform are furnished solely for general informational and educational purposes. The Company does not provide legal advice, OSHA compliance advice, engineering services, safety certifications, or any regulatory compliance determinations. Compliance with OSHA standards and all other Applicable Laws is the sole responsibility of the Client and its Authorized Users. The Platform and its content do not ensure or guarantee compliance with any laws or regulations, may not reflect the most current requirements, and must not be relied upon as a substitute for independent legal or regulatory review. You shall independently review, approve, and adapt all content to the specific jobsite conditions, risks, and requirements applicable to the Client before any use. The Company makes no representation or warranty that use of the Platform or any Safety Content will prevent workplace injuries, that completion tracking constitutes regulatory compliance, or that the content is sufficient or appropriate for any particular workplace or situation.

Data, Privacy, and Security. Any Client Content or personal data you provide or that is associated with your use of the Platform remains owned by the Client (or you, to the extent permitted). The Company will use such data solely to provide and improve the Platform, maintain functionality and security, and fulfill its obligations under the Client Agreement. The Company implements commercially reasonable safeguards to protect data, but you acknowledge that no system is completely secure and absolute security cannot be guaranteed. To the extent personal data is involved, you agree that the Client is responsible for obtaining any required consents from you and other individuals, and you consent to the Company’s collection and use of data as described in the Company’s Privacy Policy (which is incorporated herein by reference). You agree to review the Privacy Policy and comply with its terms.

Limitation of Liability. To the maximum extent permitted under Missouri law, the Company’s total aggregate liability to you arising out of or related to these End User Terms or your use of the Platform shall not exceed the total fees paid by the Client to the Company in the twelve (12) months immediately preceding the claim giving rise to liability. In no event shall the Company be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation loss of profits, business interruption, loss of data, workplace injuries, or regulatory penalties, even if advised of the possibility of such damages.

Indemnification. You agree to indemnify, defend, and hold harmless the Company, its officers, directors, employees, agents, and affiliates from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to your personal use or misuse of the Platform, any Client Content you upload, or your violation of these End User Terms or Applicable Laws. This obligation survives termination of your access.

Term and Termination. Your right to access and use the Platform continues only for the duration of the Client’s subscription term and only while you remain an Authorized User. The Company or the Client may terminate or suspend your access at any time, with or without notice, for any reason, including if you breach these End User Terms or the Client Agreement. Upon termination, your right to access the Platform ceases immediately.

Governing Law and Venue. These End User Terms shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to conflict of laws principles. Any legal action or proceeding arising under these End User Terms shall be brought exclusively in the state courts located in St. Charles County, Missouri, or the federal courts of the United States situated in Missouri, and you hereby irrevocably consent to the personal jurisdiction and venue of such courts.

Electronic Acceptance and Clickwrap. These End User Terms, and any updates, may be accepted electronically, including through a “clickwrap,” “click-through,” or similar mechanism. By clicking “I Agree,” “Accept,” or any similar button, you acknowledge that such action constitutes a legally binding agreement enforceable to the same extent as a handwritten signature under the Missouri Uniform Electronic Transactions Act. You represent that you have the authority to accept these terms on your own behalf.

General Provisions. These End User Terms, together with the Client Agreement and the Privacy Policy, constitute the entire agreement between you and the Company regarding your use of the Platform and supersede all prior understandings. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary and the remainder shall continue in full force. The Company’s failure to enforce any right shall not constitute a waiver. The Company may assign these End User Terms in connection with a merger, sale, or restructuring; you may not assign them without the Company’s prior written consent.

If you have any questions about these End User Terms, please contact the Company at the address or email provided by your Client administrator or on the Platform.

By accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these End User Terms of Use.