End-User License Agreement
Current as of 11th August, 2025
Please read this End-User License Agreement (“Agreement”) carefully before clicking the “I Agree” button, or downloading or using the Retrace Software Materials.
By clicking the “I Agree,” “I Accept,” “Sign up,” or similar button or checkbox, downloading or using the Retrace Software Materials, you are agreeing to be bound by the terms and conditions of this Agreement. The terms of this Agreement are effective upon the earliest of when you or an Authorized User: (a) downloads, installs, accesses or uses the Retrace Software Materials, or (b) clicks the button or checkbox referencing this Agreement.
This Agreement is a legal agreement between you as either an individual or a single entity, and Retrace Software Limited (“Retrace Software”), and it governs your use of the Retrace Software Materials made available to you by Retrace Software.
If you are an individual using the Retrace Software Materials for your own purposes: (1) all references to “you” are to you and (2) you represent and warrant that you are at least 18 years of age, or have otherwise reached the age of “majority” where you reside, and that you have the right, power and authority to enter into this Agreement.
If you are using the Retrace Software Materials on behalf of an entity or organization that you represent: (1) all references to “you” are to that entity or organization and (2) you represent and warrant that you are at least 18 years of age, or have otherwise reached the age of “majority” where you reside, and that you have the right, power and authority to enter into this Agreement on behalf of that entity or organization.
If you do not agree to the terms of this Agreement, do not click on the “I Agree” button and do not download or use the Retrace Software Materials.
Acceptance via Installation
If you install the Retrace Software Materials using a package manager such as pip, or through any automated process, you acknowledge that such installation constitutes your acceptance of this Agreement in full, including any referenced policies or documents. For non-interactive installations, you must ensure that you or your organization have reviewed and agreed to this Agreement prior to installation, including by setting any acceptance flags or environment variables required by Retrace Software’s installation process.
Preview Release
You acknowledge that the version of the Retrace Software Materials provided to you at this stage is a preview release and may contain defects, be incomplete, or change substantially prior to any general release. Retrace Software makes no commitment to release a final version. Features, APIs, performance characteristics, and compatibility may change without notice. You agree that your use is at your own risk and that Retrace Software shall not be liable for any loss or damage arising from such use, to the maximum extent permitted under Applicable Law.
The Retrace Software Materials are licensed, not sold, to you by Retrace Software for use strictly in accordance with the terms of this Agreement.
Terms and Conditions
Definitions. For purposes of this Agreement, the following terms have the following meanings:
“Account Data” means information about you that you provide to Retrace Software in connection with the creation or administration of your, or your organization’s Retrace Software accounts, such as first and last name, user name and email address of an Authorized User or your organization’s billing contact. You shall ensure that all Account Data is current and accurate at all times, and shall in no event include Sensitive Information in Account Data. Account Data is subject to Retrace Software’s privacy policy, currently available at https://retracesoftware.com/privacy/.
“Administrator” means the individual(s) identified in the Account Data as admin users.
“Affiliate” means, with respect to a party, a business entity that directly or indirectly controls, is controlled by or is under common control with, such party, where “control” means the direct or indirect ownership of more than 50% of the voting securities of a business entity.
“Applicable Law” means any and all governmental laws, rules, directives, regulations or orders that are applicable to a particular party’s performance under this Agreement.
“Authorized User” means an individual employee, agent, contractor, or service provider of you or your Affiliate who has been supplied user credentials for the Services by you (or by Retrace Software at your request).
“Environment” means the systems, platforms, services, software, devices, sites and/or networks that you use for your operations (exclusive of the subscribed Retrace Software Services).
“Retrace Software Services” means the hosted services that Retrace Software makes available through the applicable login page and other web pages designated by Retrace Software.
“Documentation” means Retrace Software’s standard user documentation for the Retrace Software Services.
“Retrace Software Materials” means the applicable software, program, application, driver, configuration file(s), software setting, or other material being provided to you with this download.
“Intermediary” means a third party marketplace or a Retrace Software approved reseller through which the Retrace Software Services are made available for purchase.
“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs, and Trojan horses.
“Personal Data” means any information relating to an identified or identifiable natural person.
“Sensitive Information” means (a) government-issued identification numbers, including Social Security numbers; (b) financial information; (c) special categories of personal data subject to Article 9 of the GDPR; (d) personal data relating to criminal convictions and offenses subject to Article 10 of the GDPR; (e) protected health information subject to the Health Insurance Portability and Accountability Act of 1996, as amended; and (f) any other information that is subject to specific or heightened requirements under Applicable Law or industry standards. “GDPR” means the General Data Protection Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the Processing of personal data and on the free movement of such data, and repealing of Directive 95/46/EC.
1. LICENSE
Retrace Software agrees to provide you with a revocable, limited, personal, non-exclusive, non-transferable, non-sublicensable, limited license to download, install and use the Retrace Software Materials in accordance with the terms of this Agreement. You may not use the Retrace Software Materials for anything other than as intended by Retrace Software. Unless otherwise agreed by the parties in writing, you are prohibited from accessing or using the Retrace Software Materials if you are or may become a direct competitor of Retrace Software. Any such access or use may be suspended or terminated by Retrace Software at any time and without notice.
2. RESTRICTIONS
A. You agree NOT to, and you will not permit others to, use the Retrace Software Materials to (a) enable any unauthorized person or entity to access and use the Retrace Software Materials; (b) modify, copy or create any derivative work based upon the Retrace Software Materials or any portion, feature or function of the Retrace Software Materials; (c) resell, distribute or otherwise make available the Retrace Software Materials to any third party, including as part of a managed services offering; (d) reverse engineer, disassemble or decompile all or any portion of, or attempt to access, discover or recreate the source code for, the Retrace Software Materials; (e) access or use the Retrace Software Materials in order to (1) copy ideas, features, functions or graphics, (2) develop competing products or services, or (3) perform competitive analyses; (f) remove, obscure or alter any proprietary notice related to the Retrace Software Materials; (g) send or store Malicious Code; (h) use or permit others to use the Retrace Software Materials in violation of Applicable Law; or (i) use or permit others to use the Retrace Software Materials other to support your use of a Retrace Software Service, or as described in this Agreement.
B. You are responsible for violations of the restrictions set forth in this section by anyone using the Retrace Software Materials with your permission or using your account for the Retrace Software Materials on an unauthorized basis. Your use of the Retrace Software Materials to assist another person in an activity that would violate these prohibitions if performed by you is a violation of this Agreement.
C. Retrace Software reserves the right, but does not assume the obligation, to investigate any violation of this Section or misuse of the Retrace Software Materials. Retrace Software may report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Such reporting may include disclosing appropriate data originating from or about you. Retrace Software also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of these terms.
3. INTELLECTUAL PROPERTY
The Retrace Software Materials, including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property rights associated therewith (“Intellectual Property Rights”) are, and shall remain, the property of Retrace Software. You acknowledge and agree that unless otherwise agreed by the parties in writing, you do not acquire any ownership interest or other rights in the Downloadable Materials. You shall not take any action to interfere with Retrace Software’s or its licensor’s ownership of or rights in the Retrace Software Materials.
4. YOUR SUGGESTIONS
By providing feedback, comments, ideas, improvements or suggestions with respect to the Retrace Software Materials (collectively, “Suggestions”) to Retrace Software, you assign all rights and ownership in those Suggestions exclusively to Retrace Software and Retrace Software shall be free to use, copy, modify, publish, or redistribute the Suggestions for any purpose and in any way without any credit or any compensation to you.
5. MODIFICATIONS AND UPDATES TO Retrace Software MATERIALS
Retrace Software reserves the right to modify, suspend or discontinue, temporarily or permanently, the Retrace Software Materials or any service to which it connects, with or without notice and without liability to you. Retrace Software may from time to time, but has no obligation to, provide enhancements or improvements to the features/functionality of the Retrace Software Materials, which may include patches, bug fixes, updates, upgrades and other modifications (“Updates”).
Updates may modify or delete certain features and/or functionalities of the Retrace Software Materials. You agree that Retrace Software has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Retrace Software Materials to you. In the event Retrace Software makes one or more Updates available, you agree to promptly download and install all Updates and acknowledge and agree that Retrace Software Materials or portions thereof may not properly operate should you fail to do so.
You further agree that all Updates will be (i) deemed to constitute an integral part of the Retrace Software Materials, and (ii) subject to the terms and conditions of this Agreement.
6. THIRD-PARTY CONTENT
The Retrace Software Materials may use, display, include or make available third-party content (including data, information, software and other products or services) or provide links to third-party websites or services (“Third-Party Dependencies”).
You acknowledge and agree that Retrace Software shall not be responsible for any Third-Party Dependencies, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Retrace Software does not assume and shall not have any liability or responsibility to you or any other person or entity for any Third-Party Dependencies. Third-Party Dependencies and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.
7. DATA AND PRIVACY
The Retrace Software Materials may collect data about you, including Personal Data, and your use of the Retrace Software Materials. Retrace Software may use the data collected to provide and improve its products, and to provide you with support. If the Retrace Software Materials collect any Personal Data related to you, Retrace Software will process it in accordance with Retrace Software’s Privacy Policy.
Except for filtering, masking and otherwise removing Sensitive Information, or as may otherwise be expressly described in the Retrace Software’s Documentation, or agreed by the parties in writing, you shall not use the Retrace Software Materials to process any Sensitive Information and shall use reasonable efforts to restrict the inclusion of other Personal Data submitted or otherwise uploaded to the Retrace Software Services, including by applying filters, masking, and other tools and configurations described in the Documentation.
8. YOUR RESPONSIBILITIES
If you use the Retrace Software Materials in connection with the Retrace Software Services, your use of those Retrace Software Services are subject to pricing terms in the applicable Subscription Agreement. You are responsible for payment of any and all fees incurred as a result of your use of the Retrace Software Services, whether or not facilitated through the Retrace Software Materials, in accordance with the Subscription Agreement.
Without limiting anything in this Agreement, you agree that you are solely responsible for configuring any applicable usage and privacy and security settings in the Retrace Software Materials.
9. TERM AND TERMINATION
This Agreement shall remain in effect until terminated by you or Retrace Software, or earlier termination of your subscription to the applicable Retrace Software Service. Retrace Software may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice.
This Agreement will terminate immediately, without prior notice from Retrace Software in the event that you fail to comply with any provision of this Agreement. You may also terminate this Agreement by deleting the Retrace Software Materials and all copies thereof from your device. Upon termination of this Agreement, you shall cease all use of the Retrace Software Materials and delete all copies of the Retrace Software Materials from your device.
Termination of this Agreement will not limit any of Retrace Software’s rights or remedies at law or in equity in case of breach by you (during the term of this Agreement) of any of your obligations under the present Agreement.
10. INDEMNIFICATION
You agree to indemnify and hold Retrace Software and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable attorneys’ fees, due to or arising out of your: (a) use of the Retrace Software Materials;
(b) violation of this Agreement or any law or regulation; or (c) violation of any right of a third party.
11. NO WARRANTIES
THE Retrace Software MATERIALS ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, Retrace Software ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE Retrace Software MATERIALS, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, Retrace Software PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE Retrace Software MATERIALS WILL MEET YOUR
REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
WITHOUT LIMITING THE FOREGOING, Retrace Software MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED: (I) AS TO THE OPERATION OR AVAILABILITY OF THE Retrace Software MATERIALS, OR THE INFORMATION, CONTENT, AND MATERIALS OR PRODUCTS INCLUDED THEREON; (II) THAT THE Retrace Software MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE; (III) AS TO THE ACCURACY, RELIABILITY, OR CURRENCY OF ANY INFORMATION OR CONTENT PROVIDED
THROUGH THE Retrace Software MATERIALS; OR (IV) THAT THE Retrace Software MATERIALS, ITS SERVERS, THE CONTENT, OR E-MAILS SENT FROM OR ON BEHALF OF Retrace Software ARE FREE OF VIRUSES, SCRIPTS, TROJAN HORSES, WORMS, MALWARE, TIMEBOMBS OR OTHER HARMFUL COMPONENTS.
12. LIMITATION OF LIABILITY
Notwithstanding any damages that you might incur, Retrace Software has no liability under any provision of this Agreement.
To the maximum extent permitted by Applicable Law, in no event shall Retrace Software be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, for loss of data or other information, for business interruption, for personal injury, for loss of privacy arising out of or in any way related to the use of or inability to use the Retrace Software Materials, third-party software and/or third-party hardware used with the Retrace Software Materials, or otherwise in connection with any provision of this Agreement), even if Retrace Software has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
13. GOVERNING LAW/VENUE
This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without giving effect to any principles of conflicts of law. The parties agree that any legal action or proceeding arising out of or related to this Agreement shall be brought exclusively in the courts of England and Wales. The parties hereby irrevocably submit to the exclusive jurisdiction of these courts for the purpose of any such action or proceeding. This choice of jurisdiction does not prevent either party from seeking injunctive relief in any appropriate jurisdiction with respect to a violation of intellectual property rights or confidentiality obligations.
14. SEVERABILITY
If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under Applicable Law and the remaining provisions will continue in full force and effect.
15. WAIVER
Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not affect a party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute waiver of any subsequent breach.
16. EXPORT COMPLIANCE
The parties acknowledge that the products, software, and technology obtained from or provided under this Agreement may be subject to export control laws and regulations of the United Kingdom and other jurisdictions, including but not limited to the Export Control Order 2008 and the regulations enforced by the Department for International Trade. The parties hereby agree to comply fully with all such laws and regulations concerning the export, re-export, transfer, and use of any products, software, or technology, including obtaining any required government licenses. The parties further agree not to directly or indirectly export, re-export, or transfer the products, software, or technology to any country, entity, or individual prohibited by UK laws or regulations or without obtaining prior authorization from the competent government authorities as required by those laws and regulations. This compliance includes adherence to sanctions and embargoes administered by the UK, the European Union, and other relevant international authorities. The responsibility for ensuring compliance with these laws and regulations rests solely with the parties to this Agreement.
17. AMENDMENTS TO THIS AGREEMENT
Retrace Software reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material we will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
By continuing to access or use our Retrace Software Materials after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Retrace Software Materials.
18. ENTIRE AGREEMENT
The Agreement constitutes the entire agreement between you and Retrace Software regarding your use of the Retrace Software Materials and supersedes all prior and contemporaneous written or oral agreements between you and Retrace Software or any Retrace Software affiliate or subsidiary.
You may be subject to additional terms and conditions that apply when you use or purchase other Retrace Software Services.
19. NOTICE
All notices or communications required or permitted in connection with the Retrace Software Services shall be made pursuant to the notice terms under the applicable Subscription Agreement. All other notices shall be made as set forth below. Notices shall be made in writing and shall be deemed to be sufficiently given two business days after being sent, unless the sender has knowledge that such notice was not received.
a. To Retrace Software
For notices or communications to Retrace Software, you may contact, as appropriate, (i) support@Retracesoftware.com, or (ii) legal@Retracesoftware.com.
b. To You
For all other notices or communications to you, Retrace Software will contact: (i) your Administrator via email, or (ii) for notices not specific to you, through the Retrace Software Materials or Retrace Software Services.