Terms of service

Effective October 2, 2026

These terms of service are an agreement between Noldor Tech, Inc., a Delaware corporation (“Traxle”, “we”, “us” or “our”), and the organization that accepts them or signs an order form that references them (“Customer”, “you” or “your”). Together, these terms, each Order Form and any data processing addendum the parties sign make up the “Agreement”.

The person who accepts these terms for an organization confirms that they have authority to bind it.

1. Definitions

In the Agreement:

• “Services” means the Traxle application and the related support we provide.
• “Order Form” means an ordering document for the Services that references these terms and is signed by Customer and Traxle.
• “Customer Data” means data submitted to the Services by or for Customer, including by its Authorized Users, other than Account Information.
• “Authorized User” means a person whom Customer or its administrators invite to use the Services, including staff of Customer’s dealers.
• “Account Information” means an Authorized User’s own Traxle account identity: their name, email address and sign-in credentials. Traxle handles Account Information under the privacy policy, not as Customer Data. Records and activity inside Customer’s workspace, including memberships, roles, the audit trail and claims, remain Customer Data.
• “Contract Issued” means a contract created in Customer’s workspace during a billing month.
• “Website” means the website at traxle.io.

2. The Services

We will make the Services available to you for the subscription term described in section 9.

Your Authorized Users act under your account. You are responsible for their conduct, and for keeping the credentials used to access your account secure.

Features labeled “in development” or “preview” are provided as is, without the warranty in section 12, and we may change or withdraw them at any time.

3. What Traxle is not

Traxle provides software. We are not an insurer, administrator, adjuster, broker or agent, and we are not a party to any contract between you and your dealers, insurers, repair facilities or vehicle owners.

Any coverage, claim or payment decision made in the Services, including by automation you configure, is your decision. Traxle makes none. You are responsible for your decisions, and for complying with the insurance, consumer-protection, privacy and other laws that apply to your business.

4. Automated and AI-assisted features

The output of an AI-assisted feature is a suggestion for a person to review and decide on. Rule-based automation, such as claim auto-authorization, acts on the thresholds and rules you configure, and you are responsible for those rules and their outcomes.

We do not use Customer Data to train AI models offered to anyone else.

5. Payments

The Services record payments. Traxle does not hold, transmit or settle funds, unless an Order Form expressly says otherwise.

6. Customer Data

Ownership. You own Customer Data.

Our use of it. You grant us a non-exclusive, worldwide license to process Customer Data to provide, secure and support the Services, and as you otherwise instruct. We may also use aggregated, de-identified usage information, which identifies neither you nor any person, to operate and improve the Services.

Security. We maintain reasonable administrative, technical and physical safeguards designed to protect Customer Data. Our security page describes some of them.

Subprocessors. The third parties that process Customer Data on our behalf are listed on our subprocessors page. We update that list before a new subprocessor processes Customer Data.

Data processing addendum. A data processing addendum is available on request to legal@traxle.io.

Export and deletion. You may request an export of Customer Data at any time, and for 30 days after the Agreement ends; we provide it in a commonly used, machine-readable format. We then delete it within a further 60 days, except copies held in routine backups, which are deleted on their normal cycle, and anything the law requires us to keep.

7. Acceptable use

You will not, and will make sure your Authorized Users do not:

• use the Services unlawfully;
• upload data you do not have the right to process, including vehicle owners’ personal information without a lawful basis;
• introduce malicious code into the Services;
• attempt to breach the security of the Services, or to access another customer’s data;
• reverse engineer the Services, except to the extent the law allows despite this restriction;
• resell or sublicense the Services;
• load test or penetration test the Services without our written consent; or
• use the Services to build a competing product.

8. Fees and billing

Fees. You pay the fees stated in your Order Form or, if there is none, the fees on our pricing page at the time you order.

Billing. Subscriptions are billed in advance, annually or monthly.

Usage above the allowance. Contracts Issued above your plan’s monthly allowance are billed monthly in arrears at the published overage rate. Claims are billed the same way, but only for claims above twice the monthly claims allowance. Exceeding an allowance never, by itself, stops you from issuing contracts.

Onboarding. The onboarding fee, if any, is as stated in your Order Form.

Payment. Invoices are due within 30 days of the invoice date. Overdue amounts may bear interest at the lesser of 1.0% a month or the highest rate the law allows.

Taxes. Fees exclude taxes. You pay all taxes on the fees, except taxes on our income.

Non-payment. If an amount is overdue, we may suspend the Services after giving you 15 days’ written notice.

Price changes. A change to our prices takes effect at your next renewal, and we will give you at least 60 days’ notice of it.

9. Term, renewal and termination

Term. Your subscription runs for the term stated in your Order Form or, if there is none, the term you choose when you order.

Renewal. An annual term renews for another year unless either party gives the other notice of non-renewal at least 30 days before the term ends. A month-to-month subscription renews each month, and either party may cancel it effective at the end of the current month.

Termination for cause. Either party may terminate the Agreement by written notice if the other party materially breaches it and does not cure the breach within 30 days of receiving notice of it, or if the other party becomes insolvent.

When the Agreement ends. Your access to the Services ends, except to request the export in section 6. Fees that are due remain due. Provisions that by their nature should survive the end of the Agreement survive it.

10. Confidentiality

“Confidential Information” means non-public information that one party discloses to the other under the Agreement and that is marked as confidential or that a reasonable person would understand to be confidential.

Each party will use the other’s Confidential Information only for the purposes of the Agreement, and will protect it with reasonable care.

These obligations do not apply to information that:

• is or becomes public through no fault of the receiving party;
• the receiving party already knew, without a duty of confidentiality;
• the receiving party develops independently, without using the other’s Confidential Information; or
• the receiving party rightfully receives from a third party, without a duty of confidentiality.

A party may disclose Confidential Information when the law compels it to, if it gives the other party prompt notice where the law allows.

11. Intellectual property

We own the Services and everything in them other than Customer Data, including the intellectual property rights in them. You own Customer Data.

If you give us feedback about the Services, we may use it freely, without obligation to you.

No license is implied beyond those the Agreement grants expressly.

Neither party may use the other’s name, logos or trademarks without its consent. In particular, we will name you as a customer only with your written permission.

12. Warranties and disclaimer

Each party warrants that it has authority to enter into the Agreement.

We warrant that we will provide the Services with reasonable skill and care, and that they will perform materially as described in the Agreement. If they do not, your sole remedy is for us to correct the problem or, if we cannot do so within a reasonable time, for you to terminate the Agreement and receive a refund of prepaid fees for the unused part of the term.

Except as this section states, the Services are provided as is. To the extent the law allows, we disclaim all implied warranties, including warranties of merchantability, fitness for a particular purpose and non-infringement. We do not warrant that the Services will be uninterrupted or error-free.

13. Limitation of liability

To the extent the law allows, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data, arising out of or relating to the Agreement, even if it was told they were possible.

Each party’s total liability arising out of or relating to the Agreement is limited to the fees paid and payable under the Agreement in the 12 months before the event giving rise to the claim.

These exclusions and this cap do not apply to your payment obligations, to a party’s indemnification obligations, or to a party’s gross negligence, fraud or willful misconduct.

14. Indemnities

By Traxle. We will defend you against any third-party claim that the Services infringe that third party’s intellectual property rights, and pay the damages finally awarded and any settlement we agree to. We have no obligation for a claim arising from Customer Data, from the Services combined with anything we did not provide, from a modification we did not make, or from use of the Services in breach of the Agreement. If the Services are, or we believe they may become, the subject of such a claim, we may get you the right to keep using them, modify them so they no longer infringe, or terminate the Agreement and refund prepaid fees for the unused part of the term.

By Customer. You will defend us against any third-party claim arising from Customer Data; from use of the Services, by you or your Authorized Users, in breach of section 7 or of the law; or from your decisions about contracts, claims and payments, including claims by dealers, insurers, repair facilities or vehicle owners. You will pay the damages finally awarded and any settlement you agree to.

Conditions. Each party’s obligations under this section depend on the party being defended giving prompt notice of the claim, letting the defending party control the defense, and cooperating reasonably.

15. Suspension

We may suspend access to the Services to the extent needed to address a security threat, unlawful use, or non-payment under section 8. Any suspension will be limited in scope and duration to what that requires, and we will give you notice where practicable.

16. This website

Content on the Website is general information. Prices on the Website are not an offer until an Order Form is signed or the Services are ordered. Website content is provided as is. Links to third-party websites are not endorsements.

17. Changes to these terms

We may update these terms. We will tell you about a material change by email or in the Services at least 30 days before it takes effect. If you continue to use the Services after that date, you accept the change.

A change never applies retroactively. Terms negotiated in a signed Order Form prevail over later changes to these terms for that Order Form’s term.

18. Governing law and disputes

The laws of the State of Delaware govern the Agreement, without regard to conflict-of-laws rules. The state and federal courts located in Delaware have exclusive jurisdiction over any dispute arising out of or relating to the Agreement, and each party consents to their jurisdiction.

Either party may seek injunctive relief in any court to protect its intellectual property or Confidential Information.

19. General

• Entire agreement. The Agreement is the entire agreement between the parties about its subject, and replaces any earlier agreement or understanding about it.
• Order of precedence. If documents conflict, an Order Form prevails, then a data processing addendum, then these terms.
• Assignment. Neither party may assign the Agreement without the other’s consent, except to a successor in a merger, acquisition or sale of all or substantially all of its assets.
• Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control. This does not excuse a payment obligation.
• Notices. Notices to us must be sent by email to legal@traxle.io and by post to [Registered address to be confirmed]. Notices to you are sent to the email address on your account.
• Independent contractors. The parties are independent contractors. The Agreement creates no partnership, joint venture, agency or employment relationship.
• No third-party beneficiaries. No one else has rights under the Agreement, including your dealers, insurers, repair facilities and vehicle owners.
• Severability. If a provision is unenforceable, the rest of the Agreement remains in effect.
• No waiver. A delay or failure to enforce a provision is not a waiver of it.
• Export and sanctions. Each party will comply with the export control and sanctions laws that apply to it in connection with the Services.

20. Contact