Product Application Terms (2026-10-15)

Status note. These terms govern the TracePrep product application. They take effect for a Firm when that Firm first accepts them at signup. Until the application is released, no Firm has accepted them.

These Product Application Terms ("Application Terms") are an agreement between TracePrep Inc., a Texas corporation ("TracePrep", "we", "us") and the accounting firm that subscribes to the TracePrep application ("Firm", "you").

The Product Application Privacy Addendum, the Security page, and the Disclaimer are incorporated into these Application Terms by reference. Each is versioned and changed only through the process in section 14.

Order of precedence. For anything concerning the Application, these Application Terms control over the Terms of Use. The Terms of Use continue to govern the Firm's use of the marketing site. Where these Application Terms and the Privacy Addendum conflict on how Study Data is handled, the Privacy Addendum controls, except that nothing in the Privacy Addendum reduces the Firm's rights under section 5. Where the two documents conflict on a section 5 right, the one more protective of the Firm controls.

1. Definitions

Application: the TracePrep software service through which a Firm builds a Study.
Study: a Reasonable Compensation Study for an S-corporation shareholder-employee, produced through the Application.
Firm: the subscribing accounting firm. The Firm is our customer and the owner of its Study Data.
Authorized User: a person the Firm invites to the Application, acting within the Firm's engagement.
Firm Admin: an Authorized User the Firm designates to manage users, billing, export, and deletion for the Firm. A Firm may designate more than one.
Preparer: an Authorized User who builds a Study.
Reviewer: an Authorized User qualified by the Firm to sign off on a Study. The Reviewer is the Firm's own professional, never ours.
Study Data: everything the Firm or its Authorized Users put into or generate through the Application, including intake responses, adjustments, rationales, evidence snapshots, evidence manifests, rendered reports, structured exports, and audit-log entries.
Finalized Study: a Study a Reviewer has signed off on, including its evidence manifest, rendered report, and structured export.
Delivered Study: a Finalized Study the Firm has issued to its client.
Superseded Study: a Finalized or Delivered Study that a later version of the same Study has replaced. It stays in the record; it is not removed.
Subscription End Date: the date the Firm's subscription actually ends, for any reason. That is the last day of the paid term for a cancellation or a non-renewal, and the effective date of termination where these Application Terms are terminated for breach or by us. It is not the date the Firm clicks cancel, and a downgrade to another paid plan is not the end of a subscription.
Retention Window: the three years beginning on the Subscription End Date, during which section 5 continues to apply.

Where these Application Terms grant a right over "finalized, delivered, and superseded Studies", that right covers all three categories equally.

2. What the Application does, and what it does not

The Application supports the Firm's own work: structured intake, versioned wage evidence with field-level traceability, a reproducible and inspectable calculation with documented Preparer adjustments, Reviewer sign-off, a durable deliverable, and an append-only audit log of who prepared, who changed what, and who approved.

TracePrep does not give tax, legal, or accounting advice, does not form a professional relationship with the Firm's client, and does not review the Firm's work. The Reviewer controls the conclusion and the delivery. The professional judgment, the engagement letter, the client relationship, and the professional liability all stay with the Firm. TracePrep Inc. is a software company, not a CPA firm.

Nothing in the Application is approved, endorsed, or accepted by the IRS or any state tax authority, and nothing in it guarantees how any authority will treat a position.

3. Accounts, roles, and Firm responsibility

Acceptance. A Firm accepts these Application Terms when a person with authority to bind the Firm affirmatively accepts them at signup. We record and retain, for each Firm, who accepted, when, and which version. That record is what section 15.4 and section 15.5 rest on, and the Firm may request a copy of it at any time.

The Firm designates a Firm Admin who manages Authorized Users and their roles. The Firm is responsible for who it invites, for keeping credentials secure, and for everything done under its Authorized Users' accounts.

The Application enforces the separation between Preparer and Reviewer. Only a Reviewer can sign off on a Study. The Firm is responsible for confirming that anyone it assigns the Reviewer role is qualified to hold it under the Firm's own professional standards and applicable law. We do not verify credentials, and assigning the role in the Application is not a representation by us about the person holding it.

The Firm confirms it has the right to put its clients' information into the Application and to have us process it as described in the Product Application Privacy Addendum.

Section 7216. Where a Firm is a tax return preparer subject to 26 U.S.C. §7216 and 26 CFR §301.7216, TracePrep acts as the Firm's auxiliary service provider in connection with the Firm's preparation of a return or the rendering of advice. TracePrep will use tax return information only to assist the Firm and will not disclose or use it for any other purpose. Obtaining any taxpayer consent that §7216 requires is the Firm's responsibility, and we do not obtain it on the Firm's behalf.

Safeguards Rule. Where a Firm is a financial institution under the FTC Safeguards Rule, 16 CFR Part 314, TracePrep is a service provider under §314.4(f) and will maintain safeguards for the customer information it holds for the Firm that are at least as protective as those described on the Security page.

4. Ownership of Study Data

The Firm owns its Study Data. We claim no ownership of it. We hold it as the Firm's processor, for the purposes described in the Privacy Addendum, and for no other purpose. We do not use Study Data to train models, we do not sell it, and we do not disclose it except as the Privacy Addendum describes or as law compels.

We own the Application itself: the software, the interface, and the underlying platform.

We also own service-operations telemetry: counts of feature use, performance, and error rates that carry no Firm, client, or individual identity. We do not build any wage, compensation, benchmark, or other Study-derived dataset out of Study Data, aggregated or otherwise, and we do not use Study Data to develop or improve any product. De-identification is not a permission slip under 26 U.S.C. §7216, and we do not treat it as one.

The Firm grants us only the license needed to host, process, back up, and display the Firm's Study Data in order to provide the Application to the Firm.

5. Finalized Studies after the subscription ends

This section is the point of the product, and it survives termination of these Application Terms.

While the subscription is active, a Finalized Study, its evidence manifest, its rendered report, its structured export, and its audit-log record stay with the Firm. Downgrading does not remove access to them.
After the subscription ends for any reason (cancellation, non-renewal, lapse, or termination including termination by us for the Firm's breach), the Firm keeps download access to its Finalized, Delivered, and Superseded Studies, with their evidence manifests, for the Retention Window: three years from the Subscription End Date. After the Retention Window closes we may delete them. Terminating a Firm for breach does not shorten or forfeit its Retention Window.
Export is never gated on account state, billing state, or payment status. We will not hold a Firm's finalized work behind an invoice, during the subscription or during the Retention Window.
If the Firm has no active Firm Admin, meaning the person left, the account is disabled, or the firm has dissolved, a person who establishes authority to act for the Firm may request the export directly from us during the Retention Window, and we will honor it after verifying that authority.
We will email at least 60 days before the Retention Window closes, telling the Firm what will be deleted and how to export it. We send it to the Firm Admin, and where no Firm Admin remains, to every Authorized User address we hold for the Firm and to the Firm's billing address of record. A Firm inside its Retention Window is part of our notice population for this section and for section 13, whether or not it still subscribes.
Finalized artifacts cannot be edited by anyone, including us. A correction produces a new version and leaves the record intact.
Before the Retention Window closes, Study Data is destroyed only through an explicit Firm-Admin-initiated deletion, which is logged and offers an export first. See the Product Application Privacy Addendum for how deletion propagates through backups.

Export your work. This is your responsibility, not ours. Three years is a storage commitment from a software vendor. It is not a workpaper-retention policy. Professional and regulatory retention periods for accounting workpapers commonly run longer than three years, and the applicable period is set by the Firm's own standards, its regulators, and its engagement with its client. The Firm should export each Finalized Study into its own document system when the Study is finalized, and not rely on us as its system of record.

What a lapsed subscription ends is the ability to create or advance new work: starting a new Study, editing an in-progress one, or obtaining Reviewer sign-off. Download and export of what is already finalized continue through the Retention Window.

6. Subscription, fees, and renewal

The Firm subscribes on the plan and for the term stated in its order. Fees, billing period, and included capacity are stated there, not here.
Fees are payable in advance and, except where law requires otherwise or these terms state otherwise, are non-refundable.
A subscription renews automatically for successive terms of the same length unless either party gives notice of non-renewal at least 30 days before the current term ends. Notice of non-renewal from the Firm is given by its Firm Admin through the Application's subscription settings or in writing to our notice address.
A cancellation the Firm submits fewer than 30 days before the term ends still takes effect at the end of that term. The 30-day notice period exists for our planning, and we do not use it to roll a Firm into another term it did not want. A cancellation is always honored at the next term boundary, never later. We will email the Firm Admin a renewal reminder at least 30 days before each renewal date, stating the renewal date, the term length, and the amount that will be charged.
We may change fees for a renewal term with at least 30 days' notice before the renewal date. A change never applies to a term already paid for.
Cancellation and downgrade take effect at the end of the current term, whenever they are submitted. The Firm keeps the service it paid for through that date, and we do not refund the current term. A cancellation is not an immediate shut-off.
An upgrade takes effect immediately and is charged pro-rata for the remainder of the current term. At the next renewal the upgraded plan renews at its full rate.
Non-payment may suspend the Firm's ability to create or advance Studies after written notice and a 30-day cure period. It never suspends export of, or access to, a Finalized Study (section 5).
If the Firm terminates for our uncured material breach under section 13, we refund prepaid fees for the unused remainder of the term, pro-rata. That is the one case where the current term is refundable.
Fees exclude taxes, which the Firm is responsible for other than taxes on our income.

There is no free trial, evaluation period, or design-partner tier. Every Firm subscribes on the same terms and pays for the Application, including a Firm affiliated with us.

7. Acceptable use

The Firm and its Authorized Users will not:

put information into the Application that the Firm has no right to process, or that it is contractually or legally barred from disclosing to a processor;
share an account, or let anyone other than a named Authorized User act under it;
use the Application to produce a Study the Firm does not intend to review, or represent an unsigned Study as reviewed;
represent a Study, or TracePrep, as approved or accepted by any tax authority, or as a guarantee of a tax outcome;
represent that TracePrep, rather than the Firm's Reviewer, reached the conclusion;
copy, modify, decompile, reverse engineer, or attempt to derive the source code, calculation logic, or evidence methodology of the Application, except to the extent that restriction is unenforceable by law;
use the Application, or evidence obtained through it, to build, train, or benchmark a competing product;
scrape, bulk-extract, or resell wage evidence or other licensed source data outside a Study for the Firm's own client;
probe, scan, or test the security of the Application except under section 5 of the Security page;
interfere with the Application's availability or integrity for other firms, or attempt to reach another Firm's data;
use the Application in violation of any law.

Separately, the Firm is responsible for its own compliance with its professional obligations. A lapse in the Firm's professional obligations is not a breach of this section and does not create liability to us under section 11.5(b).

A breach of this section may lead to suspension. We will give notice and a chance to cure unless the breach is causing active harm to the Application or to another Firm. No suspension under this section removes the Firm's access to, or ability to export, a Finalized, Delivered, or Superseded Study (section 5).

8. Confidentiality

Each party will protect the other's non-public information with at least the care it uses for its own, and will use it only to perform under these Application Terms. Study Data is the Firm's confidential information. This obligation survives for two years after termination, matching the period in section 15.6, and indefinitely for Study Data.

This section does not apply to information that is or becomes public without a breach of it, was already rightfully known to the receiving party, is independently developed without use of the disclosing party's information, or is rightfully received from a third party with no duty of confidence.

A party compelled by law to disclose the other's confidential information may do so, provided it gives the other party notice in time to seek protection unless notice is legally barred, discloses only what is compelled, and seeks confidential treatment. A disclosure that follows this paragraph is not a breach of this section.

How a breach of this section is capped is set out in section 11. A breach involving Study Data is capped under section 11.4 (Security Claims); every other breach of this section is uncapped under section 11.5.

9. Availability and support

We will use reasonable efforts to keep the Application available and to fix problems promptly. We do not currently publish an uptime commitment or a service-level agreement, and none is implied. Planned maintenance is announced in advance where practical. Support is provided through the channels we publish.

This is a deliberate choice for this version, not an oversight. We would rather publish no uptime number than one we have no operating history to stand behind.

10. Warranties and disclaimers

We warrant that we will provide the Application with reasonable skill and care, and that we will not materially reduce its security during a paid term.

Otherwise the Application is provided "as is". To the fullest extent permitted by law we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, and any warranty that the Application will be uninterrupted or error-free, that any wage source is current, complete, or appropriate for a given engagement, or that any Study will produce a particular tax result.

The descriptions of Application behavior in sections 2 and 5 describe how the Application is built to work. Except for the warranty in the first paragraph of this section, the commitments in section 5, and the Section 7216 and Safeguards Rule undertakings in section 3, they are functional descriptions rather than warranties.

The Section 7216 and Safeguards Rule undertakings in section 3 are binding commitments, not descriptions, and nothing in this section demotes them. The Safeguards Rule requires a Firm to obtain that commitment contractually, and a commitment its own vendor disclaims would not satisfy the rule.

The Firm warrants that it holds the professional qualifications and client authority its work requires, and that its use of the Application complies with its own professional standards.

11. Limitation of liability

Read this section. It limits what we owe the Firm and what the Firm owes us, including for claims based on either party's own negligence. Section 11.5 is where the caps come off, in both directions. Read that one twice.

11.1 Excluded damages. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE APPLICATION TERMS, WHETHER THE CLAIM IS IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, AND EVEN IF THE PARTY WAS ADVISED OF THE POSSIBILITY.

This paragraph does not apply to a Security Claim (section 11.4), a Section 5 Claim (section 11.6), or an Excluded Claim under section 11.5(e) or 11.5(f). It continues to apply to Excluded Claims under section 11.5(a) through (d), as that section's table states. Removing a cap on the amount is not the same as opening up lost profits and punitive damages, and we do not intend the second where we have agreed to the first. For a Security Claim and a Section 5 Claim, the Firm may recover its direct damages, the loss of or damage to Study Data, and its reasonable breach-response costs, including forensic investigation, notification to affected persons and regulators, and reconstruction of the affected record, subject to the caps below. Those losses are what those two claims exist to compensate, so excluding them would make both caps meaningless.

11.2 The Firm's professional judgment is not ours. EXCEPT FOR A SECURITY CLAIM, A SECTION 5 CLAIM, OR AN EXCLUDED CLAIM UNDER SECTION 11.5(e) OR 11.5(f), WE ARE NOT LIABLE FOR ANY TAX, PENALTY, INTEREST, OR PROFESSIONAL-LIABILITY EXPOSURE ARISING FROM THE SUBSTANTIVE POSITION THE FIRM TOOK, THE CONCLUSION ITS REVIEWER REACHED, OR THE ADVICE THE FIRM GAVE ITS CLIENT. That judgment is the Firm's under section 2. This paragraph does not excuse a failure by us to hold, secure, or deliver the Firm's record, which is addressed in sections 11.4 and 11.6.

11.3 General cap. EXCEPT FOR SECURITY CLAIMS (SECTION 11.4), SECTION 5 CLAIMS (SECTION 11.6), AND EXCLUDED CLAIMS (SECTION 11.5), AND TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL LIABILITY IN THE AGGREGATE ARISING OUT OF OR RELATING TO THESE APPLICATION TERMS, INCLUDING LIABILITY ARISING FROM THAT PARTY'S OWN NEGLIGENCE, WILL NOT EXCEED THE GREATER OF (A) THE FEES THE FIRM PAID US FOR THE APPLICATION IN THE TWELVE MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO THE LIABILITY, AND (B) US$1,000.

For a Firm that has paid us nothing in the trailing twelve months, our liability under this section 11.3 is limited to US$1,000.

The floor exists so the cap is never zero, because section 5 keeps running through the Retention Window for a Firm whose subscription has lapsed. It is deliberately nominal, and it can be, because the two claims a lapsed Firm realistically brings do not land here: a Study Data incident is capped under section 11.4 and a section 5 failure under section 11.6, each with its own floor. This section covers ordinary claims only.

11.4 Security Claims. A "Security Claim" is any unauthorized access to, or disclosure, loss, or destruction of, Study Data for which we are responsible. It is not limited to a breach of a published commitment. The act of one of our personnel, acting alone and against our instructions, is a Security Claim under this section and is not our willful misconduct under section 11.5(e), unless we directed, knew of, or concealed it. The same rule applies to a section 5 failure caused by such an act, so identical facts do not route to different caps depending on which label a claim is filed under.

FOR SECURITY CLAIMS, OUR TOTAL LIABILITY IN THE AGGREGATE, INCLUDING LIABILITY ARISING FROM OUR OWN NEGLIGENCE, WILL NOT EXCEED THE LESSER OF (A) US$250,000 AND (B) THE GREATER OF (i) THREE TIMES THE FEES THE FIRM PAID US FOR THE APPLICATION IN THE TWELVE MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM AND (ii) US$25,000.

The floor inside the multiplier is deliberate and is the same point as section 11.3: three times nothing is nothing, and a Firm inside its Retention Window is precisely the Firm whose Study Data we are still holding. A ceiling without a floor would have capped our exposure at zero for the population this cap exists to serve.

11.5 Excluded Claims. THIS SECTION REMOVES CAPS. IT RUNS IN BOTH DIRECTIONS. READ IT.

Each item below says which caps it removes and whether section 11.1 still applies:

#	Claim	Caps removed	Section 11.1 still applies?
(a)	The Firm's obligation to pay fees that are due, and our obligation to pay a refund owed under section 6, section 12, or section 14	11.3 only	Yes
(b)	The Firm's breach of the acceptable-use prohibitions in section 7, other than the prohibition on use in violation of any law	11.3 only	Yes
(c)	Our breach of section 8 (Confidentiality) not involving Study Data, and the Firm's breach of section 8	11.3 only	Yes
(d)	Amounts payable to a third party, and defense costs incurred, under either party's indemnity in section 12	11.3 only, and subject to section 12's sole-remedy limit for an infringement claim, which controls over this item	Yes
(e)	Either party's gross negligence, willful misconduct, or fraud	11.2, 11.3, 11.4, and 11.6	No
(f)	Liability that cannot be limited under applicable law	11.2, 11.3, 11.4, and 11.6, to the extent the law requires	No

Our breach of section 8 involving Study Data is not an Excluded Claim. It is a Security Claim capped under section 11.4, and section 11.1 does not apply to it. That is the whole point of section 11.4: a Study Data incident gets a real, stated number rather than either zero or infinity.

11.6 Section 5 Claims. OUR FAILURE TO HONOR SECTION 5 (ACCESS TO AND EXPORT OF A FINALIZED, DELIVERED, OR SUPERSEDED STUDY) IS SUBJECT TO A SEPARATE CAP, INCLUDING FOR LIABILITY ARISING FROM OUR OWN NEGLIGENCE, OF THE GREATER OF (A) THE FEES THE FIRM PAID US FOR THE APPLICATION IN THE TWELVE MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM, AND (B) US$25,000, in the aggregate, rather than the general cap in section 11.3.

The floor here matches the section 11.4 security floor, so for a Firm inside its Retention Window that has paid nothing in the trailing year, losing its record and being breached carry the same number.

Above that floor the two caps diverge, and we state it plainly rather than imply otherwise. Section 11.4 multiplies fees by three and section 11.6 does not, so for a paying Firm a section 5 failure is capped lower than a security incident of the same size. That is a deliberate choice, not a drafting accident.

11.7 Where a claim fits more than one bucket. If the same facts are both a Security Claim and a Section 5 Claim, the higher of the two caps applies, and only one cap applies to those facts. Where facts also fall within section 11.5, only the caps that section 11.5's table says that item removes come off. An item that removes only section 11.3 does not disturb the section 11.4 or 11.6 cap on the same facts. Neither party recovers twice for the same loss.

11.8 These limits survive. THE EXCLUSIONS AND LIMITS IN THIS SECTION APPLY REGARDLESS OF THE FORM OF THE CLAIM, AND SURVIVE AND APPLY EVEN IF A LIMITED REMEDY IN THESE APPLICATION TERMS FAILS OF ITS ESSENTIAL PURPOSE.

12. Indemnity

By us. We will defend the Firm against a third-party claim that the Application, as provided by us and used as permitted, infringes that party's intellectual property rights, and will pay resulting damages finally awarded or agreed in settlement.

By the Firm. The Firm will defend us against a third-party claim arising from the Firm's Study Data, the Firm's professional services to its client, the Firm's breach of section 7, or the Firm's violation of law, and will pay resulting damages finally awarded or agreed in settlement. This indemnity does not cover a claim to the extent it arises from our breach of these Application Terms, the Privacy Addendum, or the Security page, or from a Security Claim.

Limits on our IP indemnity. It does not cover a claim arising from Study Data, from the Firm's combination of the Application with anything we did not supply, from the Firm's modification of the Application, or from continued use after we offered a non-infringing alternative at no additional charge. If the Application becomes, or we reasonably believe it will become, the subject of such a claim, we may at our option procure the right to keep using it, modify it to be non-infringing, or terminate the affected subscription and refund prepaid fees for the unused remainder of the term. The foregoing options, together with our obligation in this section to defend the Firm and to pay damages finally awarded or agreed in settlement, state our entire liability and the Firm's sole remedy for an infringement claim, and they control over section 11.5(d).

Neither indemnity reaches the indemnified party's own negligence. NO INDEMNITY IN THIS SECTION REQUIRES EITHER PARTY TO INDEMNIFY, DEFEND, OR HOLD HARMLESS THE OTHER FOR A CLAIM CAUSED BY THE OTHER PARTY'S OWN NEGLIGENCE, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT.

Mechanics. A failure to give prompt notice relieves the indemnifying party only to the extent it is actually prejudiced by the delay. Each indemnity is conditioned on the indemnified party giving prompt written notice, giving the indemnifying party control of the defense with counsel reasonably acceptable to it, and cooperating reasonably at the indemnifying party's expense. Neither party may settle a claim in a way that admits the other's liability, imposes an obligation on the other, or fails to release the other fully, without the other's prior written consent. The indemnified party may participate with its own counsel at its own cost.

13. Term, termination, and what happens after

These Application Terms run for as long as the Firm has an active subscription, and the surviving sections continue after that.
Either party may terminate for the other's material breach that stays uncured 30 days after written notice.
We may suspend an account immediately where continued use would cause active harm to the Application, to another Firm, or to us. We will tell the Firm why and restore access when the cause is resolved. No suspension, for any reason, removes the Firm's access to or ability to export a Finalized, Delivered, or Superseded Study (section 5).
On termination for any reason, the Firm keeps everything section 5 describes for the length of the Retention Window: download and export of Finalized, Delivered, and Superseded Studies with their evidence manifests, with no gate on account or billing state.
If we cease to operate the Application, we will give Firms at least 90 days' written notice before access ends, keep export available for that whole period, and tell each Firm how to retrieve everything section 5 covers. We will not shut the Application down without that window.
A wind-down does not simply delete section 5. Before access ends we will, at our option, deliver each Firm a self-contained archive of everything section 5 covers, or transfer custody of it to a successor that agrees in writing to honor section 5 for the remainder of each Firm's Retention Window. If we do neither, the Firm has a Section 5 Claim under section 11.6, and we say so here rather than leaving the Firm to argue it. This does not limit section 11.5(e): a deliberate decision to strand a Firm's finalized work is willful, and section 11.5(e) removes the section 11.6 cap for it.
Sections 1, 2, 3, 4, 5, 6 (as to fees already accrued), 7, 8, 9, 10, 11, 12, 13, 14, 15, and 16 survive termination. Section 1 survives so the terms the surviving sections use keep their meaning.

14. Changes to these Application Terms

These Application Terms are versioned and append-only. Each version is published under /legal/versions/, indexed by its effective date, and stays available there. The same versioning, notice, and acceptance process in this section applies to the documents incorporated at the top of these Application Terms, including the Security page, so a commitment measured against the Security page cannot move without it.

A material change takes effect no sooner than 30 days after we publish it and notify Firm Admins by email. A change is material if it touches fees for a future term, what happens to Study Data, the section 5 Retention Window, or section 11 (Limitation of liability), section 12 (Indemnity), section 14 (this section), or section 15 (Governing law and disputes). The prior version controls until then. A Firm that does not accept a material change may terminate before it takes effect and receive a pro-rata refund of prepaid fees for the unused remainder of the term.

A Firm that continues to use the Application after a change takes effect accepts it, except that a change to section 11, section 12, section 14, or section 15 binds the Firm only if the Firm accepts it affirmatively. Silence is not enough to move a liability cap, an indemnity, or a waiver of the right to a jury. For a Firm that has not affirmatively accepted a change to section 11, section 12, section 14, or section 15, the most recent version of that section the Firm did accept continues to govern that Firm. There is no gap, and the Firm is never left without a cap, an indemnity, or a forum. A Firm that does not accept a material change also has the termination and refund right stated above. If a Firm neither accepts nor terminates, we may give it 90 days' written notice of non-renewal at the end of its then-current term; section 5 is unaffected.

We will not apply a change to section 5 retroactively to a Study already finalized, and we will not shorten a Retention Window that has already started.

A Firm inside its Retention Window is not using the Application, so continued use cannot bind it. No change to section 5 that reduces the rights of a Firm whose Retention Window has already started applies to that Firm. The version of section 5 in force on its Subscription End Date governs it until its Window closes.

15. Governing law and disputes

15.1 Governing law. These Application Terms are governed by the laws of the State of Texas, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.2 Venue. Any dispute arising out of or relating to these Application Terms will be brought exclusively in the state or federal courts located in Dallas County, Texas, and each party consents to the personal jurisdiction of those courts.

15.3 No arbitration. These Application Terms contain no arbitration agreement. Disputes go to the courts named in section 15.2.

15.4 Jury waiver. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE APPLICATION TERMS, INCLUDING ANY CLAIM BASED ON THE OTHER PARTY'S NEGLIGENCE. The acceptance record described in section 3 is the evidence that this waiver was knowing and voluntary. If this section 15.4 is held unenforceable, it is severed and the rest of section 15 stays in force.

15.5 Class-action waiver. EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. If this section 15.5 is held unenforceable, it is severed and the rest of section 15 stays in force.

15.6 Time to bring a claim. Any claim arising out of or relating to these Application Terms must be brought within two years after the cause of action accrues, or it is barred, except that a Section 5 Claim or a Security Claim must be brought within two years after the Firm knew or reasonably should have known of the failure or the incident. Section 5 is built for a Firm that has stopped paying and stopped logging in, and that Firm will discover a failure on the day it needs an export, not on the day the failure happened. Undetected exfiltration is the same problem: the Firm cannot sue on a breach nobody has told it about. Accrual-only timing would hand us the defense that defeats our own promises.

Where applicable law does not permit a period shorter than the statutory one, the statutory period applies.

15.7 Injunctive relief. Either party may seek injunctive or other equitable relief in the courts named in section 15.2 to protect its intellectual property or confidential information, without first exhausting any other step in this section.

16. General

These Application Terms and the documents they incorporate are the entire agreement about the Application and supersede any prior discussion. A Firm purchase order's pre-printed terms do not apply. If a provision is unenforceable, the rest stays in force. In any proceeding to enforce these Application Terms, the prevailing party may recover its reasonable attorneys' fees and costs. Neither party may assign without the other's consent, except in connection with a merger, acquisition, or sale of substantially all assets. Section 5 binds any successor to our business by merger, acquisition, sale of assets, operation of law, or any other route, whether or not that route involves an assignment. In an insolvency proceeding a court or trustee may be able to reject or override this commitment whatever these Application Terms say, which is why section 5 asks the Firm to export each Finalized Study into its own system when it is finalized. We will not transfer the Application to anyone who does not agree in writing to honor section 5, and a stock sale or statutory merger does not avoid that condition.

Neither party is liable for a delay or failure caused by something outside its reasonable control, including a natural event, war, civil disruption, government action, or a failure of a public network or utility. This does not excuse the Firm's payment obligations, and it does not excuse our obligations under section 5 for longer than the event actually prevents performance. Notices to us go to [email protected] and to TracePrep Inc., 214 S Main St Ste 101-C, Duncanville, TX 75116; notices to the Firm go to its Firm Admin's address on file.

We may name the Firm as a customer only with the Firm's prior written consent.