Terms of Service

These Terms of Service (the “Terms”) are a binding agreement between you and Muskoka Ventures Co. DBA Trace (“Trace”, “we”, “us”, or “our”). They govern your access to and use of:

• Our website at jointrace.co (the “Website”);
• The Trace application, including the store admin dashboard, consigner portals hosted on store-specific domains, and our embedded Shopify app (together with the Website, the “Platform”);
• Any related services, content, and functionality.

By accessing or using the Platform, you accept and agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference. If you do not agree, you must not access or use the Platform. If you use the Platform on behalf of a business, you represent that you have authority to bind that business, and “you” refers to that business.

We may revise and update these Terms from time to time at our sole discretion. All changes are effective when we post them and apply to all access to and use of the Platform thereafter. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you. Your continued use of the Platform following the posting of revised Terms means that you accept and agree to the changes.

About Trace. Trace is a consignment management platform that helps retail businesses manage consigned inventory, consigners, orders, payouts, and reporting. Stores get an admin dashboard, and their consigners get individual portals, hosted in secure cloud infrastructure.

Integrations. The Platform integrates with third-party services, including Shopify (product, inventory, and order sync) and Stripe (subscription billing). Your use of those services is governed by their own terms, and we are not responsible for their availability, accuracy, or conduct. We do not guarantee that any integration will be uninterrupted or error-free.

Your business relationships. Trace is a software tool. The consignment relationship — including consignment rates, payout amounts, and payment of consigners — is solely between a store and its consigners. Trace is not a party to those arrangements, does not hold or transfer consignment funds, and is not responsible for any store’s obligations to its consigners or customers.

The Platform is provided “as is” and “as available”, without any warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, to the fullest extent permitted by law.

Access to the Services is offered on a subscription basis. Unless otherwise agreed in writing:

• New stores may receive a free trial period. At the end of the trial, continued use requires an active paid subscription;
• Subscription fees are billed in advance on a recurring basis through our payment processor, Stripe (or, where applicable, through the Shopify Billing system), and automatically renew until cancelled;
• You are responsible for providing accurate billing information and for all applicable taxes;
• You may cancel at any time via your billing settings or by contacting us; cancellation takes effect at the end of the current billing period, and fees already paid are non-refundable except where required by law;
• We may suspend or limit access to the Services if your subscription becomes overdue or inactive;
• We may change our fees with reasonable advance notice; changes apply from your next billing period.

The Platform and its entire contents, features, and functionality (including all software, text, displays, images, video, audio, and the design, selection, and arrangement thereof) are owned by Trace, its licensors, or other providers of such material, and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Platform, except as generally and ordinarily permitted through the Platform according to these Terms. The Trace name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Trace. You must not use such marks without our prior written permission.

Your data. As between you and Trace, you retain all rights to the business data you submit to the Platform (products, inventory, consigner records, orders, and similar content). You grant us a non-exclusive, worldwide, royalty-free license to host, use, process, transmit, and display that data as necessary to provide and improve the Services, and to use aggregated or de-identified data for analytics and benchmarking (such as cross-store sales trends).

We operate the Platform from North America and make no claims that the Platform or any of its content is accessible or appropriate outside of it. Access to the Platform may not be legal by certain persons or in certain countries. If you access the Platform from outside North America, you do so on your own initiative and are responsible for compliance with local laws.

Access and accounts. To use the Services you must be at least 18 years old and provide information that is accurate, current, and complete. You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account. You must notify us immediately of any unauthorized access to or use of your account. Stores are responsible for the accounts they create for their employees and consigners, including managing access permissions. We have the right to disable any account or access credential at any time, at our sole discretion, including if in our opinion you have violated these Terms.

Prohibited uses. You may use the Platform only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Platform in any way that violates any applicable law or regulation, including in connection with the sale of counterfeit or stolen goods;
• Impersonate or attempt to impersonate Trace, a Trace employee, another user, or any other person or entity;
• Use any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including scraping or monitoring, without our prior written consent;
• Introduce any viruses, trojan horses, worms, or other material that is malicious or technologically harmful;
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server on which it is stored, or any server, computer, or database connected to it, including accessing data of another store or tenant;
• Attack the Platform via a denial-of-service attack or otherwise attempt to interfere with the proper working of the Platform;
• Reverse engineer, decompile, or otherwise attempt to derive the source code of the Platform, or resell, sublicense, or provide the Services to third parties as a service bureau without our written agreement.

User contributions. The Platform may allow you to upload or submit content such as product listings, images, descriptions, and messages (“User Contributions”). You represent that you own or control all rights in your User Contributions, that they are accurate, and that they comply with these Terms and applicable law — including that you have the right to use any product images you upload or import. You, and not Trace, are fully responsible for your User Contributions. Any User Contribution shared with other users (for example, in a consigner portal) is provided at your own risk.

Content standards. User Contributions must not contain material that is defamatory, obscene, abusive, harassing, or hateful; that promotes violence, discrimination, or illegal activity; that exploits minors; that infringes any intellectual property or privacy right of another person; that discloses another person’s personal information without authorization; or that constitutes unauthorized advertising or spam. We may remove any User Contribution that violates these standards and may suspend or terminate accounts of repeat offenders.

To the fullest extent permitted by applicable law, in no event will Trace, its affiliates, or their licensors, service providers, employees, agents, officers, or directors be liable for damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use, the Platform, including any direct, indirect, special, incidental, consequential, or punitive damages, including but not limited to lost revenue, lost profits, loss of business or anticipated savings, loss of use, loss of goodwill, or loss of data, even if foreseeable.

Our total liability to you for all claims arising out of or relating to these Terms or the Platform shall not exceed the greater of the fees you paid to Trace in the twelve (12) months preceding the event giving rise to the claim or five hundred dollars ($500).

The limitations above apply even if any limited remedy fails of its essential purpose, and do not affect any liability that cannot be excluded or limited under applicable law.

You agree to defend, indemnify, and hold harmless Trace, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Platform, including your User Contributions, your consignment arrangements with consigners or customers, or your use of any information obtained from the Platform.

These Terms and any dispute or claim arising out of or related to them or the Platform shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice or conflict of law provisions, and excluding the UN Convention on Contracts for the International Sale of Goods.

Any legal suit, action, or proceeding arising out of or related to these Terms or the Platform shall be instituted exclusively in the state or federal courts located in New York County, New York, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your country or state of residence. You waive any objection to the exercise of jurisdiction over you by such courts and to venue in such courts. At our option, we may instead require that any dispute be finally resolved by binding arbitration administered by a recognized arbitration institution, conducted in English.

Any cause of action or claim you may have arising out of or relating to these Terms or the Platform must be commenced within one (1) year after the cause of action accrues; otherwise, such cause of action or claim is permanently barred. To the extent permitted by law, all disputes must be brought in your individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.

You may stop using the Platform and cancel your account at any time. We may suspend or terminate your access to all or part of the Platform at any time, with or without notice, if you breach these Terms, if your subscription lapses, or if we discontinue the Services. Upon termination, your right to use the Platform ceases immediately. Provisions that by their nature should survive termination (including Sections 5, 8, 9, and 10) will survive. Following termination, you may request an export of your business data within a reasonable period, and we will handle personal information as described in our Privacy Policy.

No waiver by Trace of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by Trace to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary so that the remaining provisions continue in full force and effect. These Terms and our Privacy Policy constitute the sole and entire agreement between you and Trace regarding the Platform and supersede all prior and contemporaneous understandings and agreements.

The Platform is operated by Muskoka Ventures Co. DBA Trace. All feedback, comments, requests for technical support, and other communications relating to the Platform should be directed to support@jointrace.co.