Terms of Service for TraceParts Navigator Customers

This web page provides detailed descriptions of TraceParts products and services and how we will work together, along with information on other aspects of our business relationship.

THIS IS A LEGAL DOCUMENT AND THESE TERMS ARE IMPORTANT, SO PLEASE REVIEW THEM CAREFULLY.

By using TraceParts services, you are agreeing to these Terms of Service, which are incorporated by reference on the TraceParts Order Form.  We periodically update these Terms of Service. You should review this page from time to time, as it will show the most up-to-date Terms of Service and the effective date.

Legal terms can sometimes be difficult to navigate. Here is a summary of the parts of our Agreement to help guide you through these terms.

Section 1 – DEFINITIONS

This is where we detail what the key defined terms in the Agreement mean.

Section 2 – SERVICE SUBSCRIPTIONS & SCOPE OF SERVICES

TraceParts’ customers subscribe to use our cloud software applications and there are some fundamental terms that apply to each subscription. There are differences between the different types of subscriptions, and Section 1 is where you can find that detail, as well as some important things to know before you use the services.

Section 3 – BILLING & PAYMENT TERMS

We highlighted these terms because we want to be sure you know and understand these key contact terms.

Section 4 – GENERAL LEGAL & MISCELLANEOUS TERMS

As we mention above, this is a contract, and contracts are filled with legal terms. In this section, we’ve collected many of the remaining legal terms that make up our Terms of Service. Are you ready? Here we go…

 SECTION 1 – DEFINITIONS

“Agreement” means the Order Form in effect between TraceParts and Customer and these Terms.

“Customer” “You” or “Your” means the person or entity using or receiving the TraceParts Services.

“Customer Materials” means all text, images, data, printed materials, digital files, information, audio files, video files provided by Customer to TraceParts, including Customer’s own intellectual property or third-party intellectual property provided to TraceParts by Customer, by any means or in any format, to be used by TraceParts for the purpose of providing services contemplated by this Agreement.

“Consulting Services” means the professional services provided to you by us, which may include marketing services, data creation services, systems integration services, data maintenance services or other consulting services as defined in the applicable custom quote or Statement of Work and referenced in the Order Form.

“Order” or “Order Form” means the TraceParts-approved form or online subscription process by which you agree to subscribe to TraceParts programs or purchase Consulting Services. The Order Form may also be referred to as a “Statement of Work” if you are purchasing only Consulting Services.

“Prepared Data” means the Customer Materials as modified via the TraceParts Services and included in the TraceParts Services.

“TraceParts Services” means the Consulting Services and/or the Subscription Services as further described in Section 2, below.

“Subscription Fee” means the amount you pay for the TraceParts Services.

“Subscription Services” means the services offered for a fixed price pursuant to an Order Form.

“Subscription Term” means the initial term of your subscription to the applicable Subscription Service, as specified on your Order Form(s), and each subsequent renewal term (if any).

“TraceParts”, “we”, “us” or “our” means TraceParts America LLC, the contracting entity as specified on the Order Form.

Other terms not defined in this section, such as definitions regarding particular services will have the meanings found in sections of the Agreement below.

SECTION 2 – SERVICE SUBSCRIPTIONS & SCOPE OF SERVICES

2.1 TRACEPARTS PRODUCT DATA SOLUTIONS

TraceParts Navigator Platform: Is a Software as a Service (SaaS) product catalog platform. TraceParts Navigator gives Customers the ability to create user-friendly, streamlined product catalogs that offer engineers and buyers instant access to the file formats and functionalities they need. Catalog users can compare the parts & components they need. A TraceParts Navigator Platform license includes hosting of a product catalog with integration into Customer’s website, access to self-updating product management tools and an activity reporting dashboard. Additional software modules include:

RFI & RFQ and eCommerce Capability

Registration Integration
Product Configurators
Submittals/Sales Drawings
Language Translation
Syndication of Product Data

TraceParts Connect: TraceParts Connect is an effective SaaS catalog solution that allows Customers to create and maintain detailed product information including CAD/BIM files, publish it online, and syndicate it to Customers sales partners. TraceParts will convert product data from Customer’s print catalogs, spec sheets, spreadsheets, etc. into accurate content that meets the syndication partners specifications. Control your data and syndicate the specific product information required by each sales channel. Make changes to product data and have it automatically updated, in real-time, across all your sales channels. TraceParts Connect offers syndication packages for manufacturers or distributors that are priced based on the number of syndication partners and product SKUs included in the catalog.

TraceParts Navigator and TraceParts Connect catalog solution licenses start upon contract signature and end 12 months later. 

Implementation: TraceParts will commence design, creation, and implementation of the TraceParts Navigator or TraceParts Connect catalog or other services as specified in the Order Form and in any applicable Statement(s) of Work as soon as reasonably practicable upon receipt of the appropriate source material from Customer. If Customer fails to provide any source material in a timely manner, TraceParts reserves the right to cancel the portion of the order related to such failure.  Upon completion of the creation process the catalog will be submitted for Customer approval, which approval will not be unreasonably withheld.  If content creation services are included, Customers are allowed up to 3 rounds of edits/revisions during the creation stage. TraceParts reserves the right to refuse additional revisions if it is determined that revisions have exceeded project scope. Customer can opt to purchase an additional contract or maintenance agreement for out-of-scope revisions. Customer understands and agrees that no adjustment will be made by TraceParts to Navigator of Connect catalogs or other programs that are not published due to the Customer’s failure to provide source materials, timely approval or integration of completed programs.

Navigator Catalog Specific Implementation Requirements:  TraceParts will issue a data requirements document after consultation with Customer.  Any source material subsequently added by Customer will be excluded from this Order Form. TraceParts will encode Customer’s products in an indexed, searchable format (the “Indexed Catalog”). TraceParts will host and make the Indexed Catalog available to Customer for linking on Customer’s website.  During the Subscription Term, TraceParts will permit links to the Indexed Catalog from Customer’s website shown on the Order Form or other sites designated by Customer to TraceParts in writing. The Indexed Catalog will be presented using TraceParts’ Web Catalog Publishing application.  TraceParts reserves the right to remove links and the Indexed Catalog from the Customer’s website if it determines that Customer’s website utilizes unethical SEO practices, which could negatively affect TraceParts’ own websites.

Customer Data Approval:  Customer is responsible for the review of the product classifications, attribute values, tables and spreadsheets and any other data within the Customer Materials. Customer acknowledges and agrees that the Customer Materials must be accurate and will be used to generate BIM/CAD models using the TraceParts Technology. Customer, at its sole cost and expense, agrees to be responsible for reviewing the Customer Materials and all data contained therein once it has been normalized, formatted and imported into the TraceParts Technology and to confirm the accuracy thereof in advance of TraceParts generating BIM/CAD models based thereon.  For the avoidance of doubt, Customer acknowledges and agrees that neither TraceParts nor its affiliates is responsible for the accuracy of any BIM/CAD models, nor any errors or defects in products manufactured from such models based on approved Customer Materials and data. In the event of an error in the BIM/CAD model published with Customer’s approved data, Customer’s sole remedy will be for TraceParts to correct, at no charge, any error introduced into the model by TraceParts.

ANY NEW FEATURES THAT AUGMENT OR ENHANCE THE CURRENT TRACEPARTS PRODUCT DATA SOLUTIONS SHALL BE SUBJECT TO THESE TERMS OF SERVICE UNLESS EXPRESSLY MADE SUBJECT TO A SEPARATE AGREEMENT.

TraceParts’ Schema, Categorizations and Indexed Catalog: To facilitate the creation of an Indexed Catalog of Customer’s products and services, Customer Materials may be incorporated into TraceParts’ Schema using TraceParts’ categorizations. Customer acknowledges and agrees that TraceParts’ Schema and the TraceParts’ categorizations are proprietary and are the intellectual property of TraceParts. Customer will include TraceParts’ “Property of TraceParts America LLC” notices on any copy of TraceParts’ Schema made available by Customer to any third party. Customer may not use TraceParts’ Schema for any purpose other than the preparation of the Indexed Catalog of Customer’s products and services to be used for implementation of the TraceParts Navigator or TraceParts Connect catalog as part of TraceParts Product Data Solutions.

2.2 TRACEPARTS NETWORK

TraceParts Publishing Network: A lead generation service that combines access to the TraceParts.com audience with the TraceParts syndication service to distribute CAD models to 40+ engineering marketplaces and CAD destination websites. Contact information from website visitors who view and download Customer CAD models across the network of websites are aggregated and reported to Customers for marketing and sales follow-up. Customer receives access to leads generated via a password protected web-based dashboard.

TraceParts.com and the TraceParts Publishing Network are annual subscription products. The Subscription Term is indicated on the Order Form.

TraceParts.com and TraceParts Publishing Network Requirements: Customers must provide TraceParts with CAD files in STEP format and formatted text files with attributes i.e., part numbers, descriptions and dimensions and TraceParts will organize and format Customer files and create a TraceParts catalog to be displayed at TraceParts.com and syndicate Customers CAD files to the TraceParts Publishing Network. Integration of the TraceParts EasyLink solutions, including the CAD viewer and download tools on Customer’s website is optional and includes a separate monthly license fee.

Cancellation TraceParts.com and TraceParts Publishing Network: If payment is delayed or not received, TraceParts reserves the right to cancel Customer’s participation in the TraceParts.com and TraceParts Publishing Network.

Section 3 – BILLING & PAYMENT TERMS

Billing and Payment Terms: Customers can choose to make one-time payments or pay quarterly. If you choose to make a one-time payment, TraceParts will send a single invoice for the total amount due. The invoice is due and payable in full by the Service start date noted on the invoice.

If you choose to make quarterly payments, TraceParts will send an invoice quarterly for the total contracted amount divided by the number of quarters in the Subscription Term in equal amounts. Each quarterly invoice is due and payable within 30 days of the invoice date, in advance of the quarter during which Services will be provided.

All Services indicated on the Order Form will be invoiced before the Service start date.

TraceParts encourages Customers to pay electronically for mutual efficiency, to minimize paper use and to avoid manual payment handling. Electronic payments can be made via ACH or international wire. ACH and wire instructions will be included on each invoice. Payments by check should be sent to the remittance address indicated on the invoice.

Billing and Payment Terms Exception: If the one-time or monthly invoice total is less than $200, Customers are required pay electronically and in full by the Service start date.

All invoices are payable in United States dollars. If payments are not received by TraceParts within sixty (60) days of the invoice date, TraceParts may (1) charge interest on any such unpaid amounts at a rate of 1.5% per month or the maximum amount permitted under applicable law, from the date such payment was due until the date paid; or (2) at TraceParts’ discretion, suspend performance of all services until payment has been made in full.  If outside agencies, including but not limited to attorneys and law firms, are used to collect any overdue balances, Customer shall reimburse TraceParts for all such outside agency fees, costs and expenses.

Taxes: Unless otherwise agreed by the Parties in writing, fees do not include any taxes, duties, tariffs, levies, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases unless it provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority. If Company pays Taxes for which Customer is responsible, Company will invoice Customer and Customer will pay that amount. For clarity, Company is solely responsible for taxes assessable against it based on its income, property and employees.

Order Acceptance:  Order Forms are not effective until acceptance by TraceParts. If Order Form requires Customer Materials, TraceParts reserves the right to cancel if Customer Materials are not provided by Customer within 60 days of Customers’ signed Order Form.

Cancellation: Except as otherwise provided elsewhere herein, the Order Form and the related service fees are non-cancellable and non-refundable (i.e., the Services contracted for cannot be decreased during the Subscription Term) and are based on the Scope of Services specified on the Order Form.

TraceParts Recurring Services, such as TraceParts.com, the TraceParts Publishing Network Services and EasyLink API Solutions:  For subscriptions to TraceParts Services, the Subscription Term shall automatically renew for subsequent one (1) year periods, unless either Party provides written notice to the other Party of its intention to terminate the TraceParts Services at least sixty (60) days prior to the expiry of the then-current Subscription Term. Written notice can be delivered to TraceParts at accounting@traceparts.com.

Termination:  In the event that either Party files for protection under bankruptcy laws, makes a general assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its business, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not dismissed or stayed within 60 days of the filing thereof, the other Party may terminate this Agreement effective immediately upon written notice to such Party. In connection therewith, all rights and licenses granted under this Agreement are, and will be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101(35A) of the United States Bankruptcy Code.  

In addition to any remedies that may be provided under this Agreement, TraceParts may terminate this Order Form at any time effective immediately upon written notice to Customer in the event that (a) Customer fails to pay any overdue fees, charges, or expenses within 15 days after Customer’s receipt of written notice from TraceParts thereof, or (b) TraceParts determines that Customer has materially breached any covenant, representation, or warranty of this Agreement and such breach remains uncured 30 days after Customers’ receipt of written notice from TraceParts thereof.

Section 4 – GENERAL TERMS

CONTENT RIGHTS AND LICENSES

License:  During the term of this Agreement, Customer authorizes and grants to TraceParts all rights, permissions and licenses in or relating to all Customer Materials that are necessary or useful to perform the services under this Agreement or to enforce TraceParts’ rights under this Agreement, including the right and license to make the Customer Materials available to subscribers and subcontractors or other third parties to provide the services under this Agreement.  TraceParts reserves the right to display Customer Materials on other websites including TraceParts.com and members of the TraceParts Publishing Network as deemed suitable for the content thereof.

Upon written request, Customer will provide TraceParts with reasonable documentation of Customer’s right to use any intellectual property to be included in any TraceParts Services or any Website linked thereto or used by TraceParts to provide the services contemplated herein.

Proprietary Rights: Except as expressly granted in this Agreement, neither party shall have any rights of any kind in the other party’s intellectual property, proprietary technology, trade secrets, inventions, Customer accounts, vendor accounts, websites, products, services, and/other business information. TraceParts acknowledges that the Customer Materials provided by Customer belong exclusively to Customer. Customer acknowledges that all copyrighted works, patents, trade secrets and other intellectual property provided by TraceParts and embodied in the TraceParts Services (regardless of media), including TraceParts’ Schema and TraceParts’ categorizations, belong exclusively to TraceParts. Customer shall not copy, de-compile, reverse engineer or sublicense any of the TraceParts Services without the prior written consent of TraceParts.

The TraceParts Privacy Statement is included within in the TraceParts S.A.S. General Terms of Use & Privacy Policy, available by clicking here, and incorporated herein by reference.

Information about TraceParts’ compliance with GDPR is available by clicking here, and is incorporated herein by reference.

REPRESENTATIONS AND WARRANTIES

Customer represents and warrants that:

(a) the Customer Materials and all information, data, and other materials therein furnished to TraceParts by or on behalf of Customer by Customer or its agents or affiliates, and are accurate and adequate for TraceParts to provide the services selected on the Order Form assumes all liability therefor;

(b) the Customer Materials, including but not limited to graphic materials and/or third party owned components contained therein, do not libel or defame any person nor violate and law or administrative regulation or infringe any patent, copyright, or trademark, or violate any trade secret, proprietary or contractual right, or any other right of any person or entity;

(d) the use of any third-party trademark or copyrighted material included in the Customer Materials is duly authorized under a license from the trademark or copyright owner, or no such license is required

(e) it has reviewed, understands and agrees to the TraceParts Privacy Policy.

TraceParts shall have the right, but not the duty, to review and monitor all content submitted by Customer and, in its sole discretion and after consultation with the Customer, to remove any Customer Materials that TraceParts or a third party alleges to be in violation of law or of Customer’s representations and warranties.

TraceParts represents and warrants that:

TraceParts’ contributions to the TraceParts Services provided hereunder do not infringe or breach any patent, copyright, or trademark, or violate any trade secret, proprietary or contractual right, or any other claim right of any person or entity.

Each Party represents and warrants to the other Party that:

(a) it is duly organized, validly existing and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization or chartering;

(b) it has the full right, power and authority to enter into this Agreement, to grant the rights and licenses granted hereunder and to perform its obligations hereunder;

(c) the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of the party; and

(d) when signed by Customer and accepted by TraceParts, this Agreement will constitute the legal, valid and binding obligation, enforceable against each Party in accordance with its terms.

Disclaimer of Certain Warranties:  EXCEPT AS EXPRESSLY STATED HEREIN, (A) ALL TRACEPARTS SERVICES ARE PROVIDED TO CUSTOMER BY TRACEPARTS ON AN “AS IS” BASIS; AND (B) TRACEPARTS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY THAT THE PRODUCTS AND SERVICES (OR ACCESS TO OR USE THEREOF) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, AND (C) TRACEPARTS MAKES NO REPRESENTATION OF WARRANTY THAT ANY PRIVACY POLICY PROVIDED FOR REFERENCE IS AN ACCURATE POLICY THAT REFLECTS CUSTOMERS USE OF COLLECTED DATA, NOR THAT IS COMPLIANT WITH ANY RELEVANT REGULATIONS.

INDEMNIFICATION AND LIMITATIONS ON LIABILITY

Customer Indemnification: Customer shall defend, indemnify, and hold harmless TraceParts and each of TraceParts’ affiliates, directors, stockholders, officers, employees, agents, successors and assigns (each of the foregoing a “TraceParts Indemnitee”) from any liabilities, losses, damages, costs, and expenses, including reasonable attorneys’ fees (collectively “Losses”) arising out of any third-party claim that (i) if true, would constitute a breach of any representation or warranty of Customer hereunder, (ii) relates to any Customer Materials or to any action taken by Customer in connection with the use of TraceParts Services, or (iii) any unlawful or improper interception of use (by a third party or the Customer or its agents) of any data provided or maintained in connection with Customer’s use of TraceParts Services, except to the extent any such Losses arise from the willful misconduct or gross negligence of the TraceParts Indemnitee.

TraceParts Indemnification: TraceParts shall defend, indemnify, and hold harmless Customer and each of Customer’s affiliates, directors, stockholders, officers, employees, agents, successors and assigns (each of the foregoing a “Customer Indemnitee”) from any Losses arising out of any third-party claim that if true, would constitute a breach of any representation or warranty of TraceParts hereunder, except to the extent any such Losses arise from the willful misconduct or gross negligence of the Customer Indemnitee.

Notice of Claim:  Any person or entity seeking indemnification hereunder shall promptly provide the indemnifying Party with written notice of any claim for which indemnification is sought.  An indemnitee may, at his, her, or its own expense assist in the defense of a claim, provided that the indemnifying Party shall control such defense.  A Party shall not settle or compromise any claim against an indemnitee without the indemnitee’s prior written consent, not to be unreasonably withheld or delayed.

Limitation of Liability: TraceParts shall not be liable for any errors or omissions with respect to postings, listings and links (including the failure to publish same), and they shall not be considered as a basis for reduction of the fees payable under this contract. Once Customer’s program has been published, any errors caused by TraceParts will be corrected at no charge subject to the timing and limitations of third-party sites’ correction and take down procedures. Such correction shall be Customer’s sole remedy for any errors or omissions by TraceParts arising out of or in connection with services provided for on the Order Form. Notwithstanding anything to the contrary contained herein, except for TraceParts’ indemnification obligation above for third-party claims, TraceParts’ aggregate liability to the Customer arising out of or related to this Agreement, whether based upon breach of contract, tort (including negligence) or otherwise, shall not exceed the total of the amounts paid and payable by Customer to TraceParts pursuant to this Agreement. IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUE, BUSINESS INTERRUPTION OR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY OR ITS AFFILIATES SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

Except for such damages, losses, costs, or expenses arising out of the willful misconduct or gross negligence of TraceParts, TraceParts shall not be liable for any damages, losses, costs or expenses arising out of (i) unauthorized access to or alteration of Customer data, (ii) any material or data sent or received or not sent or received, or any transaction entered through e-commerce, (iii) any threatening, defamatory, obscene, offensive or illegal content or negative/damaging conduct of any other party, (iv) the availability, use reliance on, inability to utilize or improper use of TraceParts’ Programs, or (v) any errors or omissions related to TraceParts’ registration of (at Customer’s request) — or failure to register – any domain name acquired on behalf of Customer. Customer acknowledges that TraceParts is under no obligation to maintain the registration of any domain name acquired on behalf of Customer beyond the contracted hosting period.

MISCELLANEOUS PROVISIONS

Waiver:  No waiver by either party of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by TraceParts. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement operates or may be construed as a waiver thereof.

Force Majeure: Neither party is liable or responsible to the other party, nor may be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of the affected party including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic or pandemic (whether or not related to work stoppage or unavailability of either party’s employees), lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

Assignment: Either TraceParts or Customer may assign its rights hereunder to any affiliate or to any successor to all or substantially all of its business by way of merger, stock purchase, asset sale or similar transaction, provided the successor agrees to be bound hereby.

Relationship of the Parties: The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement is to be interpreted as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

Governing Law: This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) is governed by and is to be construed in accordance with the law of the State of Ohio in the United States of America.

Jurisdiction: Each Party irrevocably agrees to submit to the exclusive jurisdiction of the federal and state courts located in Hamilton County, State of Ohio, with regard to any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

Notices: All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the Order Form or to such other address that may be designated by the receiving Party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid) or by certified or registered mail.

Survival: Provisions of this Agreement, which by their nature should apply beyond their terms, will remain in force after any termination or cancellation of this Agreement including, but not limited to, the following provisions: Indemnification, Limitations on Liability, Governing Law, Jurisdiction and Survival.

Effective Date: May 28, 2024

Previous version: July 14, 2023