1. Definitions
As used in this Agreement, the following capitalized terms have the meanings set forth below:
- "Agreement" means these Terms and Conditions of Service, together with any policies, addenda, or other documents incorporated herein by reference.
- "Aggregated Data" means data derived from User Content that has been de-identified, anonymized, or aggregated such that it cannot reasonably be used to identify a specific individual or entity.
- "Confidential Information" means non-public, proprietary information disclosed by Trajectix to a User in connection with this Agreement.
- "Dispute" means any claim, controversy, or dispute arising out of or related to this Agreement or the Platform.
- "Feedback" means any ideas, suggestions, recommendations, or other input you provide to Trajectix regarding the Platform or Services.
- "Platform" means the Trajectix cloud-based software application, website, APIs, and related tools and services, as may be updated from time to time.
- "Prospect User" means any business, employer, or other entity that accesses the Platform to submit documents, data, or information in connection with a sales or underwriting process, and who does not pay Trajectix directly for Platform access.
- "Sales User" means any sales representative, broker, agent, or related personnel who subscribes to the Platform and pays Trajectix for access to the Services.
- "Services" means the features and functionality made available through the Platform, as further described in Section 3.
- "Third-Party Services" means third-party platforms, tools, or services that may integrate with or be accessible through the Platform.
- "User" means any individual or entity accessing or using the Platform, including both Sales Users and Prospect Users.
- "User Content" means all documents, files, data, and information that a User uploads, submits, or otherwise makes available through the Platform.
- "Usage Data" means data automatically generated by the Platform regarding how Users access and interact with the Platform, including log data, clickstream data, session information, and feature usage patterns.
2. Agreement to Terms
These Terms and Conditions of Service (this "Agreement") constitute a legally binding agreement between Trajectix LLC, a Utah limited liability company ("Trajectix," "Company," "we," "our," or "us"), and you, either as an individual or on behalf of the entity you represent ("User," "you," or "your"), governing your access to and use of the Platform.
This Agreement applies to all Users, including: (a) Sales Users, who subscribe to and pay for Platform access; and (b) Prospect Users, who access the Platform solely to submit documents and information at the request of a Sales User, at no direct charge. Certain provisions of this Agreement apply differently to Sales Users and Prospect Users, as expressly indicated herein.
By creating an account, accepting an invitation to use the Platform, clicking "I Agree," or otherwise accessing or using the Platform in any manner, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree, you must immediately cease all use of the Platform.
If you are using the Platform on behalf of a company or other entity, you represent and warrant that you have authority to bind such entity, and references to "you" include both you individually and such entity.
3. Description of Services
Trajectix provides a cloud-based document collection, management, and workflow platform designed to facilitate the sales and underwriting processes. The Platform enables Sales Users and Prospect Users to collect, transmit, organize, and manage documents and data related to payroll, health insurance, workers' compensation insurance, and other information required for sales underwriting and quote generation.
The Services include or may include, without limitation:
- Secure document upload and storage functionality
- Document request and collection workflow tools
- Data extraction, organization, and management features
- Communication and collaboration tools between Sales Users and Prospect Users
- Quote preparation and underwriting support features
- Reporting, analytics, and administrative tools
- APIs and integrations with Third-Party Services
- Any additional features, updates, or enhancements Trajectix may introduce from time to time
Trajectix is a technology platform provider only. Trajectix is not an insurance company, underwriter, insurance broker, or licensed financial or legal advisor. Trajectix does not guarantee any specific underwriting outcome, quote, or business result from use of the Platform. All underwriting, compliance, and business decisions made using information collected through the Platform are the sole responsibility of the applicable Sales User and Prospect User.
Trajectix reserves the right to modify, suspend, or discontinue any feature or aspect of the Services at any time, with or without notice, and shall not be liable for any such changes.
4. Eligibility and Account Registration
4.1 Eligibility
To use the Platform, you must: (a) be at least 18 years of age; (b) have the legal capacity to enter into this Agreement; (c) not be prohibited from using the Platform under applicable law; and (d) if acting on behalf of an entity, have authority to bind that entity.
4.2 Account Registration
Access to certain features of the Platform requires account registration. You agree to: (a) provide accurate, current, and complete registration information; (b) promptly update your account information to keep it accurate; (c) maintain the security and confidentiality of your credentials; (d) notify Trajectix immediately of any unauthorized use of your account; and (e) accept responsibility for all activities under your account.
Prospect Users may access the Platform through an invitation link or portal provided by a Sales User and may not be required to create a full account. Even where no account is created, Prospect Users are fully bound by this Agreement upon accessing the Platform.
4.3 Account Security
You are solely responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. Trajectix shall not be liable for any loss or damage resulting from unauthorized access to your account due to your failure to adequately safeguard your credentials or access abilities.
5. User Conduct and Acceptable Use
5.1 Permitted Use
You may use the Platform solely for lawful purposes and in accordance with this Agreement. Sales Users may use the Platform to facilitate the collection of documents and data from Prospect Users in connection with legitimate sales and underwriting activities. Prospect Users may use the Platform solely to submit requested documents and information to Sales Users in connection with obtaining third-party services and insurance quotes.
5.2 Prohibited Conduct
You agree not to, and will not permit others to:
- Use the Platform for any unlawful purpose or in violation of any applicable law or regulation
- Upload, transmit, or share any content that is false, misleading, fraudulent, defamatory, obscene, or otherwise objectionable
- Impersonate any person or entity or misrepresent your affiliation with any person or entity
- Attempt to gain unauthorized access to any portion of the Platform or other user accounts
- Interfere with or disrupt the integrity, security, or performance of the Platform
- Use automated means, including bots, scrapers, or crawlers, to access or interact with the Platform
- Reverse engineer, decompile, or attempt to derive the source code of the Platform
- Sublicense, sell, resell, transfer, or otherwise commercially exploit the Platform without prior written authorization from Trajectix
- Upload or transmit any viruses, malware, or other harmful code
- Collect personally identifiable information from other Users without authorization
- Circumvent, disable, or interfere with any security features of the Platform
6. Intellectual Property Rights
6.1 Trajectix Ownership
The Platform and all software, algorithms, code, designs, interfaces, features, functionality, text, graphics, logos, and other content comprising or underlying the Platform ("Trajectix IP") is and shall remain the exclusive property of Trajectix and its licensors. This Agreement does not grant you any ownership interest in the Platform or Trajectix IP. All rights not expressly granted herein are reserved.
6.2 License to Use the Platform
Subject to your compliance with this Agreement, Trajectix grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for its intended purpose as set forth in Section 5.1. This license does not include the right to modify, create derivative works from, reproduce, distribute, publicly display, reverse engineer, or commercially exploit the Platform.
6.3 Feedback
If you provide Trajectix with any Feedback, you hereby grant Trajectix a perpetual, irrevocable, royalty-free, worldwide, fully sublicensable license to use, incorporate, and exploit such Feedback for any purpose without restriction or compensation to you.
7. User Content and Data
7.1 Ownership of User Content
As between you and Trajectix, you retain all ownership rights in your User Content. However, by submitting User Content to the Platform, you grant Trajectix the broad licenses described in Section 8 below, which are essential to Trajectix's ability to operate and improve the Platform.
7.2 Accuracy and Authorization
You represent and warrant that: (a) you have all rights, licenses, consents, and permissions necessary to submit the User Content and to grant the licenses set forth herein; (b) your User Content does not violate the privacy rights, publicity rights, intellectual property rights, or other rights of any third party; (c) your User Content is accurate, complete, and not misleading; and (d) your collection and submission of User Content complies with all applicable laws and regulations, including applicable data protection and privacy laws.
7.3 Prospect User Acknowledgment
Prospect Users acknowledge and agree that by submitting documents and data through the Platform, they are authorizing Trajectix and the applicable Sales User to collect, process, store, and use such data in accordance with this Agreement and Trajectix's Privacy Policy. Prospect Users further acknowledge that the Sales User who invited them to use the Platform has administrative access to their submitted data.
7.4 Sales User Responsibilities Regarding Prospect Data
Sales Users represent and warrant that they have obtained all necessary consents, authorizations, and permissions from each Prospect User prior to requesting document submissions through the Platform. Sales Users further represent that their use of the Platform and any Prospect User data complies with all applicable laws, including applicable insurance laws, data privacy laws, and professional conduct obligations. Sales Users shall indemnify and hold harmless Trajectix for any claims arising from a Sales User's failure to obtain proper Prospect User consents.
8. Data Rights, Licenses, and AI Training
8.1 Broad License Grant
By uploading, submitting, or otherwise making User Content available through the Platform, you hereby grant Trajectix a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive, sublicensable, and transferable license to access, collect, store, copy, reproduce, process, adapt, modify, translate, create derivative works from, analyze, use, and otherwise exploit your User Content and all data derived therefrom for any and all lawful business purposes, subject only to the limitations expressly set forth in this Agreement and Trajectix's Privacy Policy.
8.2 Artificial Intelligence and Machine Learning
Without limiting Section 8.1, you expressly authorize Trajectix to use your User Content, metadata, Usage Data, and all derivative data for the following purposes, without restriction:
- Training, fine-tuning, testing, validating, and improving Trajectix's artificial intelligence, machine learning, and predictive analytics models and algorithms
- Developing new features, products, and services
- Improving the accuracy, efficiency, and functionality of the Platform
- Generating insights, benchmarks, and analytics based on aggregated or anonymized data
- Building and improving document classification, data extraction, and workflow automation systems
- Conducting research and development activities related to the Platform and Services
- Any other purpose reasonably related to Trajectix's business operations or product development
Trajectix will use commercially reasonable efforts to anonymize or de-identify User Content before using it for model training where practicable; however, Trajectix does not warrant that all training uses will involve anonymized data, and you hereby consent to non-anonymized uses to the maximum extent permitted by applicable law. Once User Content has been incorporated into trained models or systems, Trajectix has no obligation to extract or delete such data upon termination of this Agreement.
8.3 Aggregated Data
Notwithstanding any other provision, Trajectix has the perpetual, irrevocable right to create, use, and share Aggregated Data derived from User Content and Platform usage. Trajectix owns all right, title, and interest in and to Aggregated Data, and may use it for any purpose without restriction, including benchmarking, industry research, product development, marketing, and publication.
8.4 Usage Data
Trajectix automatically collects Usage Data. You agree that Trajectix owns all Usage Data and may use it for any purpose, including product improvement, analytics, marketing, and AI training, without restriction or compensation to you.
8.5 Survival of License
The licenses granted in this Section 8 survive termination or expiration of this Agreement with respect to User Content submitted prior to such termination or expiration.
9. Privacy and Data Security
9.1 Privacy Policy
Trajectix's collection, use, and disclosure of personal information is governed by its Privacy Policy, which is incorporated into this Agreement by reference. By using the Platform, you acknowledge that you have read and agree to the Privacy Policy.
9.2 Sensitive Information
The Platform may be used to transmit and store sensitive personal and business information, including employee census data, health information, and financial information. While Trajectix implements industry-standard security measures, you acknowledge that no electronic system is 100% secure, and you are responsible for evaluating whether the Platform meets your security and compliance requirements before submitting sensitive information.
9.3 Health-Related Information; No HIPAA Compliance Representation
Trajectix recognizes that Users may submit documents and data through the Platform that include health insurance information, employee benefits data, and related materials in connection with the underwriting and quote generation process. Trajectix has designed the Platform with data security as a priority and has implemented commercially reasonable administrative, physical, and technical safeguards intended to protect the confidentiality and integrity of data submitted through the Platform, including data of a sensitive or health-related nature.
9.4 Data Processing Addendum
Sales Users whose enterprise customers or applicable privacy law obligations require a Data Processing Addendum ("DPA") may request one from Trajectix. Any DPA executed between Trajectix and a Sales User shall be incorporated into and subject to this Agreement. In the event of a conflict between a DPA and this Agreement, the DPA shall control solely with respect to the specific data processing activities it addresses.
9.5 Security Obligations
Trajectix implements commercially reasonable technical and organizational security measures to protect User Content from unauthorized access, disclosure, alteration, or destruction. However, Trajectix does not guarantee that security measures will never be defeated, and you acknowledge that you provide User Content at your own risk.
9.6 Data Breach Notification
In the event of a confirmed security breach materially affecting your User Content, Trajectix will notify you as required by applicable law. You agree to cooperate with Trajectix in responding to security incidents.
10. Third-Party Services and Integrations
The Platform may integrate with or link to Third-Party Services. Trajectix does not endorse, control, or assume responsibility for any Third-Party Services. Your use of Third-Party Services is subject to their respective terms and privacy policies, and Trajectix shall have no liability for any damages arising from your use of Third-Party Services. You are solely responsible for reviewing and complying with the terms of any Third-Party Services you use in connection with the Platform.
11. Fees and Payment
11.1 Sales Users — Subscription Fees
Access to the Platform by Sales Users is subject to fees as set forth in a separate order form, subscription agreement, or pricing schedule agreed upon between the Sales User and Trajectix ("Fee Schedule"). Sales Users agree to pay all fees in accordance with the applicable Fee Schedule. Fees are generally billed in advance on a subscription basis and are non-refundable except as expressly set forth herein or required by applicable law.
11.2 Prospect Users — No Direct Charge
Prospect Users access the Platform at no direct charge to them. Prospect Users are not required to pay any fees to Trajectix in connection with their use of the Platform. The cost of Prospect User access is borne entirely by the applicable Sales User. Notwithstanding the foregoing, Prospect Users remain fully bound by all applicable terms of this Agreement, including without limitation the data rights grants in Section 8, the disclaimer in Section 13, the liability limitations in Section 14, the indemnification obligations in Section 15, and the arbitration provisions in Section 16.
11.3 Billing and Payment
Sales Users authorize Trajectix to charge their designated payment method for all applicable fees. Overdue amounts shall accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower) from the due date until paid in full. Trajectix reserves the right to suspend or terminate Platform access for non-payment.
11.4 Taxes
Sales Users are responsible for all applicable taxes, levies, or duties imposed by taxing authorities in connection with their use of the Platform, excluding taxes based on Trajectix's net income.
12. Term and Termination
12.1 Term
This Agreement commences on the date you first access or use the Platform and continues until terminated in accordance with this Section.
12.2 Termination by Sales Users
Sales Users may terminate their account and subscription in accordance with the terms of their applicable Fee Schedule or order form. Termination does not entitle a Sales User to a refund of prepaid fees unless expressly provided in the Fee Schedule.
12.3 Termination by Prospect Users
Prospect Users do not hold a direct subscription with Trajectix and do not independently terminate this Agreement. A Prospect User's access to the Platform is contingent on the Sales User's active account. However, a Prospect User may contact Trajectix to request deletion of their submitted data, subject to Trajectix's data retention rights under Section 8.
12.4 Termination by Trajectix
Trajectix may suspend or terminate any User's access to the Platform at any time and for any reason, with or without notice, including if Trajectix reasonably believes that: (a) you have violated this Agreement; (b) your use poses a risk to Trajectix, other Users, or third parties; (c) you have engaged in fraudulent or illegal activity; or (d) continued provision of services is no longer commercially feasible.
12.5 Effect of Termination
Upon termination: (a) your license to use the Platform immediately terminates; (b) you must cease all use of the Platform; (c) Trajectix may delete your account and User Content, subject to applicable legal retention requirements and Trajectix's rights under Section 8; and (d) all provisions of this Agreement that by their nature should survive termination shall survive, including Sections 6, 8, 13, 14, 15, 16, and 17.
13. Disclaimers and Limitation of Warranties
13.1 As-Is Basis
13.2 No Warranty of Results
13.3 No Professional Advice
14. Limitation of Liability
14.1 Exclusion of Consequential Damages
14.2 Cap on Liability
14.3 Essential Basis of Bargain
The limitations of liability set forth in this Section reflect a reasonable and intentional allocation of risk and are an essential element of the basis of the bargain between Trajectix and you. Trajectix would not provide the Platform without these limitations.
14.4 Statutory Exceptions
Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for certain damages. To the extent applicable law does not permit such exclusions or limitations, they shall apply to the fullest extent permitted.
15. Indemnification
You agree to defend, indemnify, and hold harmless Trajectix and its officers, directors, employees, agents, affiliates, licensors, and service providers from and against any and all claims, liabilities, damages, judgments, losses, costs, and fees (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Platform or Services; (b) your violation of this Agreement; (c) your User Content, including any claim that your User Content infringes any third-party intellectual property, privacy, or other rights; (d) your violation of any applicable law or regulation; (e) any misrepresentation made by you; or (f) if you are a Sales User, your failure to obtain proper consents from Prospect Users before collecting their information through the Platform.
16. Dispute Resolution and Arbitration
16.1 Mandatory Arbitration
16.2 Arbitration Rules
The arbitration shall be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules (available at www.adr.org), conducted by a single neutral arbitrator, in Utah County, Utah (or as otherwise mutually agreed), and in the English language.
16.3 Class Action Waiver
16.4 Exceptions to Arbitration
Either party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information, or seek relief in small claims court for claims within applicable jurisdictional limits.
16.5 Governing Law
This Agreement and any Dispute shall be governed by and construed in accordance with the laws of the State of Utah, without regard to conflict of laws principles. To the extent any Dispute is not subject to arbitration, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in Utah County, Utah.
16.6 Time Limitation on Claims
17. Confidentiality
In connection with your use of the Platform, you may have access to Confidential Information, including information about the Platform's features, functionality, roadmap, and business operations. You agree to: (a) maintain the confidentiality of all Confidential Information; (b) not disclose Confidential Information to any third party without prior written consent from Trajectix; (c) use Confidential Information solely for the purpose of using the Platform as permitted herein; and (d) protect Confidential Information with at least the same degree of care you use to protect your own confidential information, and in no event less than reasonable care. This obligation does not apply to information that: (i) is or becomes publicly available through no fault of yours; (ii) was rightfully known to you prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is required to be disclosed by law or court order.
18. Compliance with Laws
You are solely responsible for ensuring that your use of the Platform complies with all applicable federal, state, local, and international laws and regulations, including without limitation: (a) applicable state data privacy laws (including the California Consumer Privacy Act, the Utah Consumer Privacy Act, and similar statutes); (b) insurance laws and regulations applicable to sales and underwriting; (c) employment laws applicable to the collection and use of employee data; (d) anti-spam and electronic communications laws; and (e) any applicable professional licensing requirements. Trajectix makes no representation that the Platform is appropriate or legally permissible for use in all jurisdictions.
19. Electronic Communications and Signatures
By using the Platform, you consent to receive communications from Trajectix electronically. You agree that all agreements, notices, disclosures, and other communications provided electronically by Trajectix satisfy any legal requirement that such communications be in writing. Your electronic acceptance of this Agreement constitutes a valid and binding electronic signature equivalent to a handwritten signature.
20. Modifications to These Terms
Trajectix reserves the right to modify these Terms at any time in its sole discretion. If Trajectix makes material changes, Trajectix will provide notice by posting updated Terms on the Platform, updating the "Effective Date," and/or notifying the email address associated with your account. Your continued use of the Platform after the effective date of any modification constitutes your acceptance of the modified Terms. If you do not agree to modified Terms, you must immediately discontinue use of the Platform.
21. General Provisions
21.1 Entire Agreement
This Agreement, together with Trajectix's Privacy Policy, any applicable Data Processing Addendum, and any other documents incorporated herein, constitutes the entire agreement between you and Trajectix with respect to your use of the Platform and supersedes all prior understandings, agreements, and representations.
21.2 Severability
If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall continue in full force. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.
21.3 Waiver
Trajectix's failure to enforce any right or provision shall not constitute a waiver. Any waiver must be in writing and signed by an authorized representative of Trajectix.
21.4 Assignment
You may not assign or transfer any rights or obligations under this Agreement without prior written consent from Trajectix. Trajectix may freely assign this Agreement, including in connection with a merger, acquisition, or sale of assets. This Agreement is binding upon the parties' respective permitted successors and assigns.
21.5 Force Majeure
Trajectix shall not be liable for any delay or failure to perform its obligations to the extent caused by circumstances beyond Trajectix's reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, Internet outages, or third-party service failures.
21.6 No Third-Party Beneficiaries
This Agreement is entered into for the sole benefit of the parties and their respective permitted successors and assigns, and nothing herein confers any rights upon any other person or entity.
21.7 Contact Information
Questions about this Agreement should be directed to:
Trajectix LLC
Email: contact@trajectix.com
Website: www.trajectix.com
BY USING THE TRAJECTIX PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
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