Effective date: 2026-05-05 Last updated: 2026-05-05
These Terms of Service (the "Terms") govern your access to and use of the ComTrax distribution and warehouse management platform and any related websites, applications, integrations, and APIs (the "Service") provided by TraxSys LLC ("TraxSys", "ComTrax", "we", "us", "our"). By creating an account, accessing, or using the Service, you ("Customer", "you") agree to these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization, in which case "you" refers to that organization.
If you do not agree to these Terms, do not access or use the Service.
The Service is a software-as-a-service platform for distribution and warehouse management. Features include order entry and fulfillment, inventory management, purchasing and receiving, multi-channel sales integration, customer service, financial reporting, and forecasting. Specific features available depend on your subscription plan.
We may modify, add, or discontinue features. We will not materially diminish the functionality you receive under your then-current Order Form during its term without your consent or a comparable replacement. We will provide reasonable advance notice of material changes when feasible.
You must be at least 18 years old and able to form a binding contract.
You are responsible for: (a) the conduct of your Authorized Users; (b) ensuring they comply with these Terms; (c) maintaining accurate user lists and revoking access promptly when no longer needed; (d) safeguarding access credentials.
You will notify us promptly of any suspected unauthorized access to or use of your Account.
As between you and us, you own all right, title, and interest in and to Customer Data. We claim no ownership over Customer Data.
You grant us a worldwide, non-exclusive, royalty-free license to access, use, copy, store, transmit, modify, and display Customer Data solely as necessary to: (a) provide and improve the Service for you; (b) prevent or address service, security, or technical issues; (c) comply with applicable law; (d) enforce these Terms.
We may use aggregated and de-identified information derived from your use of the Service to operate, improve, and develop the Service. Such information will not identify you, your Authorized Users, or your business contacts and will not be sold or licensed for advertising purposes.
We back up Customer Data as part of our operational practices. On termination, we will delete or return Customer Data in accordance with Section 12 (Termination) and applicable retention requirements.
When you authorize a Connected System, you grant us permission to access, retrieve, transmit, and store data from that system as required to provide the integrated features. You represent that you have the right to grant this permission. You may revoke a Connected System integration at any time; on revocation, we will stop syncing with that system.
This Section 6 applies specifically to data we retrieve from Intuit's QuickBooks Online (and any other Intuit APIs you connect):
You will not, and will not permit your Authorized Users or any third party to:
We retain all right, title, and interest in and to the Service, including all software, designs, documentation, trademarks, and improvements. No rights are granted except as expressly stated in these Terms.
If you provide suggestions, ideas, or feedback, you grant us a perpetual, irrevocable, royalty-free license to use them without restriction. We are not obligated to use feedback.
Fees, billing frequency, payment terms, and applicable plan limits are set forth in your Order Form or pricing page in effect at the time of purchase.
Fees do not include taxes. You are responsible for sales, use, and similar taxes applicable to your purchase, except taxes on our net income.
Past-due amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.
Except as expressly stated in an Order Form or required by law, fees are non-refundable.
We will use commercially reasonable efforts to make the Service available. The Service may be unavailable from time to time due to scheduled maintenance, emergency maintenance, or events outside our reasonable control.
[ATTORNEY: define SLA terms (uptime target, credits, exclusions) once commercial terms are finalized. Until defined, no SLA is offered beyond the commercially-reasonable-efforts standard above.]
Each party may disclose to the other information that is confidential or proprietary ("Confidential Information"). Each party will: (a) protect the other's Confidential Information using at least the same care it uses for its own; (b) use it only as necessary to perform under these Terms; (c) limit access to those who need it and are bound by confidentiality obligations. Confidential Information does not include information that is publicly available, was known prior to disclosure, is independently developed, or is rightfully received from a third party. Compelled disclosure under legal process is permitted with prompt notice (where lawful) so the other party may seek protective measures.
These Terms apply from your first acceptance and continue until terminated as provided here or in your Order Form.
You may terminate your Account at any time by following the in-product cancellation flow or contacting us. Termination for convenience does not entitle you to a refund of pre-paid fees except as provided in your Order Form.
Either party may terminate these Terms (or a specific Order Form) for material breach by the other if the breach is not cured within 30 days after written notice. We may suspend the Service immediately for security incidents, non-payment after notice, or violations of Section 7 (Acceptable Use).
On termination: (a) your access to the Service ends; (b) you remain liable for amounts accrued before termination; (c) we will, on written request made within 30 days of termination, make Customer Data available for export in a commercially reasonable format; (d) after the export window, we will delete Customer Data in the ordinary course, subject to legal retention requirements and back-up rotation. Sections that by their nature should survive (including Sections 5, 8, 11, 13, 14, 15, 16, 17) survive termination.
EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR AN ORDER FORM, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT DATA SYNCHRONIZED FROM CONNECTED SYSTEMS WILL BE COMPLETE OR ACCURATE BEYOND WHAT THE CONNECTED SYSTEM RETURNS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY; (B) EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
The limitations in this Section do not apply to: (i) your obligation to pay fees; (ii) breaches of Section 7 (Acceptable Use) or Section 8 (Intellectual Property); (iii) indemnification obligations under Section 15; (iv) liability that cannot be limited by law.
You will defend, indemnify, and hold harmless ComTrax, its affiliates, and their respective officers, directors, employees, and agents from any third-party claim arising out of: (a) your or your Authorized Users' breach of these Terms; (b) Customer Data, including any claim that Customer Data infringes a third party's rights; (c) your use of the Service in violation of law.
We will defend you against any third-party claim alleging that the Service, when used as permitted by these Terms, infringes that third party's U.S. patent, copyright, or trademark, and we will pay damages finally awarded against you (or amounts in settlement we approve). This obligation does not apply to claims arising from Customer Data, Connected Systems, your modifications, or use of the Service combined with anything we did not provide.
The indemnified party will: (a) promptly notify the indemnifying party of the claim; (b) give sole control of the defense and settlement to the indemnifying party (provided no settlement requires admission or unindemnified payment by the indemnified party without consent); (c) cooperate reasonably.
These Terms are governed by the laws of Arkansas, without regard to conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Sebastian County, Arkansas for any dispute arising out of or related to these Terms, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.