
These Terms and Conditions form a legally binding agreement (the "Agreement") governing your subscription to, and use of, the traxy software-as-a-service solution (the "Services") between the person or legal entity ("Customer", "you", "your") accessing the Services and Windmill Growth, LLC d/b/a traxy ("traxy", "we", "us", "our").
By accessing or using these Services, you hereby agree to be bound by the terms of this Agreement. The individual accessing the Services on behalf of Customer represents that they are entitled to bind the Customer to this Agreement.
This Agreement can be updated from time to time in accordance with Section 13.4 below. You are responsible for regularly reviewing the most recent version of this Agreement.
1. SERVICES AND LICENSE
Description of Services.
The Services consist of cloud-based software that (i) analyzes LinkedIn engagement to highlight profiles which fit within Customer's ideal customer profile; and (ii) generate a personalized LinkedIn feed based on Customer's ideal customer profile.
Authorized Users.
Subject to any applicable restrictions on the number of Customer's employees, consultants or agents allowed to access the Services on Customer's behalf ("Authorized Users"), Customer has the ability to add or remove Authorized Users through the Services. Customer is responsible for the acts or omissions of its Authorized Users, including their compliance with this Agreement.
Updates.
traxy may modify or update the Services at any time, provided such changes do not materially degrade the Services' core functionality.
2. INTELLECTUAL PROPERTY
Ownership of traxy IP.
All rights, title, and interest in and to the Services, including the underlying platform and technology, any associated documentation, and any enhancements, modifications, updates or derivatives thereof; and any data, text, media, or other content provided in connection with the Services are and shall remain exclusively owned by traxy.
License to traxy IP.
traxy grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the traxy Services during the Term, solely for lawful internal business purposes, in accordance with this Agreement.
Customer Data Ownership.
Customer retains ownership of all data, text, media, or other content uploaded or provided to the Services ("Customer Data"). Customer grants traxy a worldwide, non-exclusive, non-transferable, non-sublicensable license to host, process, analyze, and use Customer Data as necessary to provide and improve the Services.
De-Identified Data.
Notwithstanding anything in this Agreement to the contrary, traxy may create De-Identified Data. "De-Identified Data" means data and information originally derived from Customer Data but stripped of identifiers such that it does not identify Customer or any individual. De-Identified Data may include but is not limited to technical, usage, performance, product, and statistical information collected by traxy when Customer accesses or uses the Services. traxy owns all right, title, and interest in and to the De-Identified Data, and may use such data for any lawful purpose, including research, improvement of the Services, development of new products, training proprietary algorithms or models, data analytics, and other commercial purposes.
Feedback.
All suggestions or feedback provided by Customer that do not include Customer's Confidential Information are assigned to traxy and may be used without restriction.
3. COMPLIANCE AND ACCEPTABLE USE
Customer Obligations.
You are responsible for all actions taken based on your approval. It is your responsibility to maintain secure access credentials. You are responsible for all necessary cooperation and information reasonably required by traxy to deliver the Services.
Restrictions
You may not, and may not allow others to: copy, modify, decompile, reverse-engineer, or create derivative works of the Services; resell or sublicense access; interfere with or disrupt the operation or security of the Services; use the Services to perform or enable any activity that breaches law or any LinkedIn or other third-party rules; attempt to replicate or extract traxy's methods, data models, or account networks; and use the Services for any activity that poses legal, operational, or reputational risk to traxy or any third party.
Suspension.
traxy reserves the right to immediately suspend or terminate Customer's or any Authorized User's access or use of the Services at any time if it has a reasonable basis to believe that Customer is in violation of the terms hereof.
4. LINKEDIN
LinkedIn Platform Access.
Certain features of the Services are designed to interoperate with LinkedIn and its software, and applications. To use such features, Customer may be required to obtain access and authorize traxy and its personnel to have access to such third-party platforms, services and applications.
LinkedIn Interoperability; Exclusions.
While the Services are designed to interoperate with LinkedIn, their continued compatibility with LinkedIn is dependent on LinkedIn and Customer acknowledges that traxy cannot guarantee that LinkedIn will remain interoperable with the Services. Customer further acknowledges and agrees that traxy is not the licensor or publisher of LinkedIn and has no liability or responsibility for the content or functionality of LinkedIn or any acts, omissions, outages, defects, or failures attributable to LinkedIn.
5. FEES AND PAYMENT
Payment of Fees.
In consideration of the Services, Customer shall pay the fees shown in traxy's online checkout flow. Any renewal shall be at traxy's then-current rates.
No Refunds.
Unless otherwise agreed, subscription fees paid are non-refundable. If usage starts partway through a billing period, traxy may invoice pro rata for the partial period, at its discretion.
No Set-Off.
You may not reduce any amount payable to traxy under this Agreement due to any counterclaim, set-off, adjustment, or other claim you might have against traxy, any other party, or otherwise.
Taxes.
All fees are exclusive of any sales tax, use tax, withholding tax, or other applicable transaction taxes. You are responsible for all such taxes. traxy may invoice you for sales, use, value added, goods, services, or similar taxes directly attributable to Customer's receipt of Services under this Agreement. Customer will indemnify traxy for the full amount of applicable taxes.
Late Payment; Interest.
If any invoice is not paid when due, traxy may charge interest on the outstanding amount at the lesser of 1.5% per month or the maximum rate permitted by law, from due date until paid. traxy reserves the right to suspend or terminate your access to the Services until all overdue amounts (and accrued interest) are paid.
6. CONFIDENTIALITY
Definition of Confidential Information.
"Confidential Information" means any and all data or information including the terms of this Agreement, the Customer Data, specifications, documents, correspondence, research, software, web logs, trade secrets, discoveries, ideas, know-how, designs, drawings, product information, technical information, credentials and all information concerning the operations, affairs and businesses of a party, the financial affairs of a party and the relations of a party with its customers, employees and service providers (including customer lists, customer information, account information, consumer markets, sales figures and marketing plans) which is disclosed or made available (in any format) by such party (the "Disclosing Party") in connection with the Agreement to the other party (the "Receiving Party"). The terms of the Agreement are deemed Confidential Information (including all fees).
LinkedIn Interoperability; Exclusions.
The Receiving Party shall hold in strict confidence any Confidential Information under the same degree of care as it normally protects its own confidential information, but in no case less than a reasonable degree of care. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information in cases where (i) the information is made public through no fault of or contribution by the Receiving Party; (ii) the information was made available to the Receiving Party by a third party that was legally in possession thereof and was free to disclose same; (iii) the information was independently acquired by third parties without access to or knowledge of the Confidential Information; or (iv) this disclosure was required by law or a court order, provided that the Receiving Party gives the Disclosing Party enough advance warning of this requirement so as to give the latter enough time to adopt whatever measures may be needed to avoid or limit the disclosure.
7. WARRANTIES AND DISCLAIMERS
Mutual Warranty.
Each party hereby represents and warrants that: (i) it has the right to enter into this Agreement, to grant the licenses granted herein and to perform its obligations hereunder, in each instance without the consent of a third party; (ii) when executed and delivered, this Agreement shall be each party's legal, valid, and binding obligation enforceable in accordance with its terms; and (iii) it shall comply with all applicable laws and third-party policies concerning its activities pursuant to this Agreement.
Exclusions.
THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, RESULTS OR WARRANTIES FROM A COURSE OF DEALING OR USE OF TRADE. CUSTOMER ACKNOWLEDGES THAT, EXCEPT AS PROVIDED IN THIS AGREEMENT, NO REPRESENTATIONS HAVE BEEN MADE RESPECTING THE SERVICES PROVIDED HEREIN, AND THAT CUSTOMER HAS NOT RELIED ON ANY REPRESENTATION NOT INCLUDED IN THIS AGREEMENT. CUSTOMER ACKNOWLEDGES TRAXY MAKES NO WARRANTY REGARDING THE INTEROPERABILITY OR FUNCTIONALITY OF LINKEDIN. TO THE EXTENT ANY AI FUNCTIONALITY IS INCORPORATED INTO THE SERVICES, CUSTOMER ACKNOWLEDGES THAT AI-GENERATED OUTPUTS ARE PROBABILISTIC IN NATURE, ARE NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT, AND THAT CUSTOMER REMAINS RESPONSIBLE FOR REVIEWING AND VERIFYING ALL AI-GENERATED CONTENT BEFORE USE. ANY INFORMATION OR OUTPUT DATA PROVIDED THROUGH THE SERVICES IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.
8. INDEMNIFICATION
Indemnification by Customer.
Customer shall indemnify, defend and hold harmless traxy, and its respective officers, directors, employees, agents, subcontractors, successors, and assigns ("traxy Indemnitees") from and against any claims, demands, actions, causes of action, damages, losses, costs, liabilities, judgments, penalties, interest or expenses including legal fees and expenses, which may be made or brought against the traxy Indemnitees and/or which the traxy Indemnitees may suffer or incur as a result of, in respect of, or arising out of or relating to (1) any failure by Customer to comply with any applicable statutes, laws, ordinances or regulations or LinkedIn terms or policies; and (2) any infringement, violation or misappropriation of any Intellectual Property Right of any third party on account of any Customer Data or Confidential Information provided by Customer.
Indemnification by traxy.
traxy shall indemnify, defend and hold harmless Customer, and its respective officers, directors, employees, agents, subcontractors, successors, and assigns ("Customer Indemnitees") from and against any claims, demands, actions, causes of action, damages, losses, costs, liabilities, judgments, penalties, interest or expenses including legal fees and expenses, which may be made or brought against Customer Indemnitees and/or which Customer Indemnitees may suffer or incur as a result of, in respect of, or arising out of or relating to (1) any gross negligence or willful misconduct of traxy; or (2) any infringement, violation or misappropriation of any Intellectual Property Right of any third party on account of any traxy intellectual property or Confidential Information provided by traxy, unless (i) such infringing intellectual property was not supplied or directed by traxy, or was combined with other products, services, processes, or materials not supplied or directed by traxy (where the alleged infringement relates to such combination); or (ii) any such infringement claim is based upon Customer Data.
Remedies.
Notwithstanding anything herein to the contrary, if any intellectual property infringement claim is brought or threatened against Customer, or if traxy reasonably believes that the Services may infringe a third party's Intellectual Property Rights, then traxy may, at its sole option and expense: (i) procure for Customer the right to continue to use the Services; (ii) modify the Services, as applicable, to make it non-infringing without materially reducing its functionality; (iii) replace the affected aspect of the Services with non-infringing technology having substantially similar capabilities; or (iv) if traxy determines, in its sole discretion, that none of the foregoing remedies are commercially practicable, then it may choose to suspend or terminate the Agreement as a whole and refund all paid and unused fees.
Disclaimer
WITHOUT AFFECTING EITHER PARTY'S TERMINATION RIGHTS, THIS SECTION 8 STATES THE ENTIRE LIABILITY OF TRAXY, AND THE EXCLUSIVE REMEDY OF CUSTOMER, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY TRAXY, THE SERVICES, OR ANY PART THEREOF.
9. LIMITATION OF LIABILITY
Exclusion of Consequential and Related Damages.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER FOR ANY LOSS OF PROFITS, REVENUES OR INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER AND REGARDLESS OF THE FORM OR CAUSE OF ACTION, EVEN IF SUCH DAMAGES ARE FORESEEABLE OR A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Limitation of Liability.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OTHER THAN EACH PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 AND OTHER THAN EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO CASE SHALL EITHER PARTY'S LIABILITY WITH RESPECT TO ANY AND ALL INCIDENTS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, THE GREATER OF (a) $100; or (b) THE AGGREGATE FEES PAID BY CUSTOMER HEREUNDER DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. IT IS AGREED THAT THIS LIMITATION OF LIABILITY DOES NOT RELIEVE CUSTOMER OF THE OBLIGATION TO PAY FEES AND OTHER AMOUNTS PAYABLE TO TRAXY, PLUS ANY APPLICABLE TAXES.
10. TERM AND TERMINATION
Initial Term.
The Initial Term shall commence on the subscription start date shown at checkout and continue for the subscription period the Customer selected in the checkout flow, unless earlier terminated in accordance with this Section 10 (the "Initial Term").
Renewal.
At the end of the Initial Term, this Agreement will automatically renew for successive periods equal in length to the Initial Term (each, a "Renewal Term") unless either party provides notice of non-renewal before the then-current term expires. The Initial Term and successive Renewal Terms are collectively the "Term" of this Agreement. Fees for all Renewal Terms shall be at traxy's then-current rates.
Termination for Cause.
Either Party may terminate (i) upon thirty (30) days' written notice for a material breach not cured within such period, or (ii) upon the other's insolvency, bankruptcy, or cessation of business.
Effect of Termination.
Upon termination of this Agreement: (a) traxy will cease delivering the Services; (b) Customer shall pay all outstanding fees through the termination date; and (c) each Party shall return or destroy the other Party's intellectual property and Confidential Information within thirty (30) days of termination or expiration, subject to customary recordkeeping or legal retention requirements.
Survival.
The provisions of Sections 2 (Intellectual Property), 3 (Compliance and Acceptable Use), 5 (Fees and Payment), 6 (Confidentiality), 8 (Indemnification), 9 (Limitation of Liability), and 10 (Term and Termination), together with any other provisions which by their nature are intended to survive, shall survive termination or expiration of this Agreement.
11. FORCE MAJEURE
Neither party shall be liable for delay or failure to perform due to causes beyond reasonable control, including natural disasters, labor disputes, acts of war, governmental restrictions, or failures of third-party platforms or infrastructure. If a force majeure event continues for more than thirty (30) consecutive days and materially prevents traxy from performing the Services, provided, however, that traxy shall remain entitled to all fees accrued or payable up to the date of suspension or termination.
12. PUBLICITY
Unless you opt out in writing, traxy may identify you as a customer and use your name and logo on our landing page, marketing materials, case studies, and investor communications.
13. GENERAL TERMS
Governing Law.
This Agreement will be governed by and construed in accordance with the laws of the State of New York and the federal laws applicable therein, without reference to its conflict of laws principles. All disputes arising out of or relating to this Agreement will be submitted to the exclusive jurisdiction of a court of competent jurisdiction located in New York, New York, and each party irrevocably consents to such personal jurisdiction and waives all objections to this venue.
Assignment.
Neither party may assign this Agreement without written consent, except to an affiliate or successor. Notwithstanding the foregoing, either Party may assign this Agreement upon a merger, acquisition, or sale of substantially all its assets, provided written notice is given to the other Party. Any other assignment requires prior written consent.
Notices.
Any notices or other communications provided by traxy under this Agreement, including those regarding modifications to this Agreement, will be given by traxy by email to the email address associated with your account. Any notices by you should be provided to traxy at the email provided at the bottom of this Agreement.
Entire Agreement.
This Agreement constitutes the entire agreement and supersedes prior agreements. traxy may update or amend these Terms on fifteen (15) days' written or electronic notice. Continued use of the Services after the notice period constitutes acceptance of the updated Agreement.
Severability.
If any provision is held invalid, then such provision shall be deemed modified to the extent necessary in order to render such provision valid and enforceable in the manner that best advances the spirit of this Agreement; if such provision may not be so saved, it shall be severed and the remainder of this Agreement shall remain in full force and effect.
Waiver.
No delay or omission by a Party to exercise any right or power it has under this Agreement or to object to the failure of any covenant of the other Party to be performed in a timely and complete manner, shall impair any such right or power or be construed as a waiver of any succeeding breach or default. All waivers must be in writing and signed by the Party waiving its rights.
Independent Contractor.
The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or agency relationship.
Contact Information
Windmill Growth, LLC d/b/a traxy
54 Spring St New York City, NY 10012
Email: support@traxy.ai
Website: https://traxy.ai

