Tracemill Terms of Service

Version: terms-v1
Effective date: September 12, 2026

1. Agreement and scope

These Terms are between Tracemill, Inc., a Delaware corporation ("Tracemill," "we"), and the business or professional customer identified in its Order ("Customer," "you"). Users must be at least 18. "Service" means our hosted telemetry generation and detection-validation platform, console, APIs and MCP interface. "Order" means your accepted checkout or trial confirmation or mutually signed order identifying the offering, period, limits and charges.

An authorized representative accepts for Customer and represents authority to bind it. Invited users accept their use obligations, not a new purchase or amendment to Customer's agreement. The initial self-service offering is intended for US-based customers. Processing requiring international-transfer safeguards not already in place requires separate review and agreement before submission.

These Terms incorporate the Data Processing Addendum and Retention Schedule; together with your Order, they form the "Agreement." The Privacy Notice describes our independent processing and does not expand permitted Customer Data uses. A separately signed agreement expressly governing the same Service controls; otherwise the DPA controls personal-data-processing conflicts, a signed Order controls express deviations/commercial details, and these Terms control other conflicts. Purchase-order boilerplate and documentation do not amend the Agreement or expand charges. Open-source components retain their separate license terms. Resale, managed services for third-party clients and self-hosted commercial arrangements require separate authorization.

2. Accounts and access

You may use the Service within your Order for your internal business purposes through authorized employees and contractors. You manage memberships, roles, credentials and integrations; keep contacts accurate, remove unneeded access and report suspected compromise. You are responsible for authorized user and automation activity, including usage charges, but not for our own breach. Revoking access or canceling work may not reverse completed delivery or external actions.

3. Authorized testing and limits

Use only targets, systems and data you are authorized to access and test. Obtain required owner and third-party permissions and select appropriate scopes, destinations, volumes, schedules and safeguards.

Realistic synthetic events may trigger real alerts, automation, quarantine, incident handling or third-party charges. Coordinate testing with operators and review downstream automation. Our usage ceiling does not cover those external costs. Cancellation does not remove delivered events or reverse their effects.

Validation results describe the tested configuration, evidence and time window. They do not certify security/compliance, establish full attack coverage, guarantee prevention or prove an actual compromise. Failures may reflect transport, timing, configuration or third-party behavior. We do not provide continuous incident monitoring or response unless separately ordered.

4. Acceptable use

Do not conduct unauthorized testing; violate law or third-party rights; steal data or credentials; distribute executable malware; intentionally disrupt systems; bypass access or usage controls; abuse trials; or probe our infrastructure without permission. Authorized synthetic threat indicators and inert test strings are permitted. Do not reverse engineer proprietary components except as law permits, or remove proprietary notices. Open-source rights are unaffected.

Do not rely on the Service as a safety-critical control. You may share your own results, respecting confidentiality and the actual scope of testing.

5. Customer Data and ownership

"Customer Data" includes submitted or customer-specific generated samples, private content, detections, configurations, and validation evidence/reports. It excludes the underlying Service, generally available library and Operational Data below. Account/business processing follows the Privacy Notice; customer-specific memberships and activity remain protected under the DPA where personal.

You retain rights in Customer Data. We assign any rights we acquire in your customer-specific generated events/reports, excluding underlying Tracemill/third-party materials, and grant a perpetual, worldwide, royalty-free, nonexclusive right to use and share Tracemill materials embedded in those outputs as part of the outputs. Third-party licenses still apply. Outputs may resemble others and may not qualify for exclusive rights. We retain the Service and our preexisting materials.

We may process Customer Data only to provide, secure, support and troubleshoot your Service, follow lawful instructions and meet legal obligations. We will not sell it, publish private content or train/fine-tune general-purpose AI models on it without a separate affirmative agreement and lawful authority. You may provide voluntary feedback, which we may use without compensation. That permission does not authorize disclosure or reuse of Customer Data or Confidential Information outside this Agreement, nor constitute a public-library contribution.

"Operational Data" means performance, reliability, feature-usage and billing measurements excluding raw payloads, private detection logic, credentials and customer-specific validation evidence. We may use it to operate, secure, bill and improve the Service, subject to applicable privacy obligations. Published statistics must be aggregated and deidentified so they do not reasonably identify you, individuals, systems or security posture; we will not reidentify them.

6. Security and personal information

Each party will comply with applicable data-protection law. We will maintain reasonable administrative, technical and organizational safeguards and notify you without undue delay after awareness of unauthorized access to or disclosure of Customer Data, or material accidental or unlawful loss or destruction of Customer Data, in our systems or those of providers processing it on our behalf. We will provide available information, reasonable cooperation, containment and remediation. Intentional deletion authorized under the Agreement or your lawful instructions is not an incident requiring notice under this paragraph. The DPA governs personal-data processing and its broader breach obligations; nothing here narrows those obligations. No system is completely secure.

You are responsible for lawful submission, required notices and data minimization. Do not submit payment-card authentication data, protected health information requiring a business associate agreement, classified/controlled government information, real personal information revealing health, racial or ethnic origin, political or religious beliefs, union membership, genetic or biometric identification, sex life or sexual orientation, or other data requiring unagreed special protections.

Wholly fictional synthetic values are permitted. Ordinary security telemetry is not prohibited merely because it contains IP addresses or usernames, but real personal information in synthetic samples remains subject to the restrictions above. Supply live credentials only through designated integration settings, never sample content, support messages or agent prompts; credentials remain confidential wherever submitted.

7. Third parties and AI clients

Customer controls its SIEM, cloud and AI-client arrangements. Requested integrations may return detection logic, configurations, samples, summaries and evidence to a customer-selected MCP/AI provider under those arrangements. Our no-training commitment does not bind that independent provider. Review generated suggestions before use. We do not guarantee third-party availability or unsupported interoperability. This does not reduce responsibility for our own subprocessors.

8. Fees, renewal and trials

Your Order discloses term, currency, base fee, included usage, rates and ceiling. Base fees are charged in advance and usage in arrears unless ordered otherwise; invoiced amounts are due within 30 days unless otherwise agreed. You authorize those charges and applicable transaction taxes, excluding our net-income taxes.

For exercised-Detection pricing, a distinct detection on a particular target with a qualifying validation outcome counts once per billing period, whether manual or scheduled. The same detection on another target counts separately. Successful and unsuccessful qualifying outcomes count; delivery errors and observation-only workloads do not. Removal does not subtract incurred usage, and units do not carry over. Checkout must disclose outcome rules, rates, included units and ceilings. Estimates can change as results resolve and usage is finalized.

We will not change an accepted offer's rates or charging rules during its term. Moving to a differently priced offer requires agreement. Renewal price changes require at least 30 days' notice and acceptance; nonacceptance follows Section 17's renewal rule. Only accepted, disclosed auto-renewal applies. Cancel renewal before the next period through available billing controls or support@tracemill.io; cancellation takes effect at period end. Inactivity is not cancellation. Plan changes/proration require disclosed acceptance.

Standard self-service trials are limited to one per email, with no automatic reset after time or account deletion. A minimal eligibility record may survive deletion as described in the Privacy Notice and Retention Schedule, subject to necessity and law. Trials have no automatic paid conversion or retroactive trial billing. Signup states trial duration/limits and expiry/deletion consequences; we send an expiry notice. Paid capabilities may stop on expiry. Separate free/preview offers may change or end with reasonable advance notice where practicable.

Fees are nonrefundable except expressly stated or required by law. Report disputes promptly, preferably within 30 days; that preferred period does not waive nonwaivable rights. We investigate in good faith; pay undisputed amounts. For failed automatic renewal payments, a 14-day grace begins at the processor-recorded first failed renewal collection attempt; retries do not reset it. We or our processor notify your billing contact, but notice delivery does not start the clock. If undisputed renewal amounts remain unpaid at expiry we may restrict paid capabilities. One-off/proration failures do not start this renewal clock. Other overdue undisputed amounts require written notice and 14 days to pay. Longer agreed or legally required periods control.

Restricting paid capabilities does not itself terminate the subscription or start its export/deletion clock. For nonpayment of undisputed amounts, we may terminate under Section 11 only after written notice stating the cure deadline and possible termination, and failure to cure within 30 days after that notice takes effect. That notice may be given during the payment grace period; the periods may overlap, but termination cannot occur before both have expired, including any longer applicable period. One notice may serve both payment and cure purposes if it meets these requirements; an ordinary failed-payment notification does not automatically start the cure period. The export/deletion clock starts on actual subscription termination, not the failed payment date or the prior billing period's end.

9. As-is service and changes

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." To the extent permitted by law, we disclaim express, implied and statutory warranties, including merchantability, fitness, title and noninfringement, except our express obligations preserved below. There is no default performance/documentation-conformity warranty, uptime SLA, response-time guarantee, service credit or promise to fix every defect. Support is only as described in the Order. Additional commitments require a mutually signed agreement or expressly incorporated schedule; documentation and roadmaps do not create them.

We may update the Service. If a change materially reduces overall paid functionality, we give advance notice where practicable. If substantially equivalent functionality is not restored within 30 days after your objection, you may terminate the affected subscription for a prorated unused-fee refund. Urgent security/legal changes may occur sooner without eliminating this remedy.

These disclaimers do not remove express data-use, confidentiality, security, privacy, retention/deletion, billing, refund or IP-indemnity obligations, or nonwaivable rights. Data protection applies to trials too. Section 14 governs applicable liability limits; this section does not create a performance warranty.

10. Confidentiality

Nonpublic information identified as confidential or reasonably understood to be so is Confidential Information, including Customer Data, credentials, private detections and findings. Each recipient uses it only for the Agreement, protects it with reasonable care, and limits disclosure to personnel, advisers and providers needing access and bound by confidentiality, remaining responsible for them.

Exceptions require proof of lawful prior knowledge, public availability without breach, independent development or lawful unrestricted receipt. Compelled disclosure is limited to what is required, with advance notice where permitted and reasonable protective assistance. Duties survive three years after termination, and for trade secrets and retained Customer Data while they remain trade secrets or are retained.

Neither party may use the other's name, logo or security results for publicity without permission. Customer may share its own permitted reports, embedded attribution and factual identification of Tracemill without implying endorsement.

11. Suspension and termination

We may suspend affected access as reasonably necessary for security, abuse, material violation or law, limiting scope/duration, providing notice and opportunity to remedy where practicable, and restoring access when resolved. Nonpayment follows Section 8. Suspension does not authorize unrelated deletion.

Either party may terminate for material breach uncured 30 days after written notice; incurable breach or legal prohibition may permit immediate termination. We may discontinue paid Service with at least 30 days' notice. Discontinuation, your termination for our uncured breach, and other expressly refundable exits entitle you to unused prepaid fees and release of unprovided future commitments. Refunds are paid within 30 days and not limited by liability caps. Properly accrued fees/usage remain due. Ordinary customer cancellation has no refund; termination for your breach may leave agreed current-term fees due, not unincurred usage or unaccepted renewals.

Testing rights end on expiry/termination except under a remaining Order; limited export rights follow Section 12. Remove unneeded integration permissions and stop using subscription-only proprietary components. Open-source licenses, output rights and provisions intended to survive remain effective.

12. Retention and deletion

The incorporated Retention Schedule governs category limits, the 30-day export window, active-system deletion within the following 30 days and backup deletion within 90 days after active deletion, subject to law and the DPA. Trials without a continuing Order follow the same schedule. Normal shorter retention continues. A new effective Order before termination deletion begins preserves only needed, still-retained data; it does not override explicit deletion instructions or restore expired data.

The Service is not a backup archive. Keep independent copies. Minimal lawful security, billing, eligibility and deletion-enforcement records follow the separately limited purposes and retention rules in that schedule. Customer content does not qualify for longer retention merely by appearing in logs. Our deletion does not remove customer SIEM/storage, downloaded or independent AI-client copies.

13. Third-party claims

13.1. Tracemill's IP indemnity

For paid subscriptions, we will defend you against a third-party claim that your authorized use of the Service infringes a U.S. patent, copyright, or trademark or misappropriates a trade secret, and pay damages and reasonable legal costs finally awarded or agreed in settlement. This obligation does not apply to the extent a claim results from data or content supplied by you, unauthorized modifications, a combination not supplied or required by us where the claim would not otherwise arise, or use outside the Agreement. Customer ownership of an output generated by the Service does not, by itself, bring that output within the customer-supplied-content exclusion.

We may obtain continued-use rights or provide a substantially equivalent noninfringing replacement. If neither is commercially reasonable, we may terminate the affected Service with a prorated refund of unused prepaid fees and release of future fees for the terminated portion. This Section 13.1 provides your exclusive remedies for the covered infringement claim, subject to Section 14's exceptions for liabilities that are not limited.

13.2. Customer indemnity

For paid, free, and trial use, you will defend, indemnify, and hold harmless Tracemill against third-party claims to the extent arising from: (a) your or your authorized users' testing, delivery, or access without the permissions required by Section 3; (b) your or your authorized users' unlawful use of the Service; or (c) allegations that data or content supplied by you or on your behalf, or our processing of that data or content in accordance with this Agreement and your lawful instructions, infringes intellectual-property, privacy, or other third-party rights, including because you lacked required rights, permissions, or lawful grounds to supply it. You will pay reasonable defense costs, damages and costs finally awarded, and amounts agreed in a settlement approved under Section 13.3. These duties apply whether a covered claim is brought individually or as a proposed class or representative proceeding; this provision is not a class-action waiver or an agreement binding the claimant to arbitration.

Your obligations do not apply to the extent a claim is caused by our breach of this Agreement, negligence, or misconduct. Output generated solely from Tracemill-supplied material is not customer-supplied content merely because you requested or own that output. A routine unsuccessful validation or otherwise authorized, lawful test is not, by itself, an indemnifiable event. Your obligations under this Section 13.2 are not subject to Section 14's monetary caps or damages exclusion.

13.3. Claim procedure

The protected party must promptly notify the defending party, allow it to control the defense with competent counsel, and provide reasonable assistance at the defending party's expense. Late notice reduces obligations only to the extent it materially prejudices the defense. The protected party may participate through its own counsel at its own expense. No settlement may admit fault by, impose nonmonetary duties on, require payment by, or fail to fully release the protected party without its written consent. A defending party may settle a covered claim at its own expense without that consent only if the settlement imposes none of those conditions.

If the defending party fails to undertake or diligently conduct a required defense after written notice and a reasonable opportunity to do so, the protected party may defend the covered claim and recover reasonable defense costs, subject to the applicable allocation and limits in Sections 13 and 14. The protected party may take reasonable urgent steps needed to preserve a defense before that opportunity expires. Neither party may recover the same loss twice. A settlement made by the protected party requires the defending party's prior written consent, not unreasonably withheld, to bind the defending party to the settlement payment.

14. Limits of liability

TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS OR REVENUE, ARISING OUT OF THE AGREEMENT, EVEN IF ADVISED OF THEIR POSSIBILITY. This exclusion does not exclude reasonable direct costs of investigating and remedying a breach of confidentiality or data-security obligations, or amounts payable to third parties under Section 13.

Except for the obligations expressly excluded below, each party's total aggregate liability arising out of the Agreement will not exceed the greater of US$1,000 or the fees paid or payable for the affected Service for the 12 months preceding the first event giving rise to liability (the "Base Cap"). Liability for breach of confidentiality, security or data-protection obligations, and Tracemill's obligations under Section 13.1, is subject to an aggregate cap of twice the Base Cap. Ordinary claims remain subject to the Base Cap; all capped claims together cannot exceed twice the Base Cap. Related events constitute one claim, and the caps do not multiply by user, claim, or legal theory.

Reasonable costs Tracemill incurs in providing a defense under Section 13.1, including reimbursable assistance costs, count toward the applicable elevated cap along with covered awards, settlements, and other capped amounts. We will keep you reasonably informed of cap usage and give reasonable advance notice when exhaustion is foreseeable. On exhaustion, our further payment and defense duties for capped claims end, and you may assume the defense with counsel of your choice. We will reasonably cooperate in the transition, subject to applicable court rules and professional obligations; this cooperation does not replenish the cap or require us to fund your continued defense. Amounts excluded from limitation below do not consume or become subject to a cap by reason of this paragraph.

Neither the damages exclusion nor the caps limit Customer's defense, indemnification, and hold-harmless obligations under Section 13.2, fraud, gross negligence, willful misconduct, or liability that cannot lawfully be excluded or limited. Customer's Section 13.2 obligations, including related reimbursable defense and assistance costs under Section 13.3, are separate from and do not consume the caps. The caps do not reduce Customer's obligation to pay agreed fees or Tracemill's express refund obligations. These allocations apply regardless of whether a claim arises in contract, tort, or otherwise and survive failure of a limited remedy's essential purpose.

15. General provisions

Each party will comply with applicable export controls, sanctions, and anti-corruption laws. You must not provide the Service to prohibited persons or use it for prohibited destinations or end uses. We may restrict access where legally required.

Neither party may assign the Agreement without the other's written consent, not unreasonably withheld, except to an affiliate or in connection with a merger, reorganization, or sale of substantially all relevant assets, if the successor assumes the obligations and the assignment does not materially reduce the other party's rights. An assignment does not expand permitted processing of Customer Data.

Neither party is liable for delay caused by circumstances beyond its reasonable control if it takes reasonable steps to mitigate and resume performance. Payment for Service already provided remains due. If such an event prevents substantial performance for more than 30 days, either party may terminate the affected Order and you will receive a refund of unused prepaid fees.

The parties are independent contractors. The Agreement does not create an agency, partnership, or third-party beneficiary relationship. Failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be limited to the minimum extent needed and the remaining provisions will continue. The Agreement is the entire agreement concerning its subject matter and supersedes earlier discussions about it.

16. Governing law and disputes

The Agreement is governed by Delaware law, excluding conflict-of-law rules. The parties consent to exclusive jurisdiction and venue in the state courts located in New Castle County, Delaware, or the United States District Court for the District of Delaware, as appropriate to the court's jurisdiction.

Before filing a claim, each party will give written notice and allow 30 days for good-faith discussions, except where urgent relief is needed to protect information or rights or to preserve a filing deadline. Nothing here limits rights or remedies that applicable law does not allow the parties to waive.

17. Notices and updates to these Terms

Formal notices to Tracemill under these Terms must be delivered by certified or registered mail, return receipt requested, or a nationally recognized courier to:

Tracemill, Inc.
Attn: Legal
2261 Market Street STE 80557
San Francisco, CA 94114
United States

Formal notices to Tracemill take effect upon documented delivery. We may send notices to your designated administrator or billing contact by email; those notices take effect when delivered without an automated failure notice. Keep those contacts current. Billing cancellation and billing disputes under Section 8, functionality-reduction objections under Section 9, routine support communications, and urgent security reports may be sent to support@tracemill.io or submitted through the applicable electronic channels we provide and do not require postal delivery. Functionality-reduction objections sent by email take effect when delivered without an automated failure notice. Any specific notice method required by the DPA or a separately signed agreement controls for notices governed by that document. Routine product notifications may also be provided through the Service.

We may propose updated Terms by providing at least 30 days' advance notice of material changes. They apply to new Orders or renewals after their stated effective date only after affirmative acceptance by an authorized representative. Your existing accepted Terms continue for the remainder of an existing term unless both parties agree otherwise.

If acceptance of replacement Terms or renewal pricing is required to renew, we will clearly notify you by email at least 30 days before the current period ends that the subscription will not renew without affirmative acceptance by an authorized representative before that date. Without that acceptance, the subscription ends at the current period end, no renewal charge is made, and the normal export/deletion schedule begins, subject to any remaining Order. Without that clear advance nonrenewal notice, any otherwise authorized auto-renewal continues under the previously accepted Terms and pricing unless you cancel or the subscription otherwise ends under the Agreement. Silence is not acceptance of replacement terms or pricing.

Changes strictly required by law may take effect earlier to the extent legally necessary, with notice as soon as practicable and a right to terminate and receive unused prepaid fees if they materially reduce your rights.

We will identify each published version and retain the text associated with recorded acceptances. Accepting an earlier nonbinding placeholder does not constitute acceptance of these Terms.