FTE Tracker

LegalDocument 02 of 04

Terms of Service

These Terms govern the use of FTE Tracker by an organization and by the people that organization authorises to use it.

Last updated: 10 September 2026 Provider: Kevin Alvarado, doing business as FTE Tracker Governing law: Commonwealth of Puerto Rico Contact: legal@ftetracker.com
Contents

1The parties and this Agreement

  1. 1.1
    The provider. The Service described in clause 3 is provided by Kevin Alvarado, a natural person doing business as FTE Tracker ("FTE Tracker", "we", "us", "our"). FTE Tracker is a sole proprietorship. It is not a corporation, a limited liability company, a partnership or any other separate legal entity, and Kevin Alvarado contracts in his own name under that business name.
  2. 1.2
    No professional credential. FTE Tracker holds no professional licence, certification, registration or credential of any kind, and does not hold itself out as an accountant, auditor, attorney, grant adviser or other licensed professional. Clause 4 states what follows from this.
  3. 1.3
    The customer. "Customer" (also "you", "your") means the organization identified in the Order. Customers of FTE Tracker are organizations. The Service is not offered to individuals for personal use.
  4. 1.4
    The Agreement. The agreement between the parties (the "Agreement") consists of (a) the Order, (b) these Terms of Service (the "Terms"), (c) the Data Processing Agreement ("DPA"), and (d) the Privacy Policy. If they conflict, they take precedence in that order, except that the DPA prevails over the Order and these Terms in relation to the Processing of Personal Data.
  5. 1.5
    Acceptance. The Customer accepts the Agreement by signing or otherwise confirming an Order in writing, or by accessing or using the Service, whichever happens first. The individual accepting represents that they are authorised to bind the Customer.
  6. 1.6
    Public website and Demo. Anyone who uses the public FTE Tracker website or the public Demo does so subject to clauses 3.8, 4, 6.1, 6.2, 7.7, 11, 12 and 20 of these Terms, whether or not an Order exists. No other clause applies to a visitor who is not a Customer.
  7. 1.7
    Effective Date. The Agreement takes effect on the earlier of the date stated in the Order and the date the Customer first accesses the Service (the "Effective Date").

2Defined terms

The following terms have the meanings given here wherever they appear capitalised in these Terms. The same definitions are used in the Privacy Policy, the DPA and the Subprocessors page.

  • Administrator — a User to whom the Customer has assigned the administrator or project‑manager role in the Service, and any person the Customer identifies in writing as authorised to give instructions on its behalf.
  • Agreement — as defined in clause 1.4.
  • Confidential Information — as defined in clause 14.1.
  • Customer Data — all data, records, files, text and other content that the Customer or its Users enter into, upload to, or generate through the Service, including time entries, approvals, certification records, fund and organizational configuration, user records and the event log. Customer Data does not include FTE Tracker's own operational records about the Customer's account, such as invoices and support correspondence.
  • Demo — the public demonstration of the application published on the public website, which runs entirely in the visitor's own browser, requires no account and creates no record on any server operated by or for FTE Tracker.
  • Documentation — the written guidance for the Service that FTE Tracker provides or publishes, as updated from time to time.
  • Fees — the amounts payable by the Customer as stated in the Order.
  • Order — the written quotation, order form, statement of work or email exchange, signed or confirmed in writing by both parties, that identifies the Customer, the Fees, the subscription term and any agreed variations to these Terms.
  • Personal Data — information relating to an identified or identifiable natural person, as further defined in the DPA.
  • PHI — protected health information as defined at 45 CFR 160.103, and any individually identifiable health information governed by the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as amended.
  • Service — the hosted FTE Tracker web application made available to the Customer's organization, together with the Documentation and the support described in clause 10.4. The Service does not include the Demo or the public website.
  • Subprocessor — a third party engaged by FTE Tracker that Processes Customer Data, or that receives technical connection data when a page of the Service loads, as listed on the Subprocessors page.
  • User — an individual authorised by the Customer to access the Service under the Customer's organization, including employees, supervisors, project managers and Administrators. The Privacy Policy and the Subprocessors page call the same person an Authorized User; the two expressions mean the same thing.

In these Terms, "including" means "including without limitation"; headings are for convenience only; references to a clause are to a clause of these Terms; the singular includes the plural; "written" and "in writing" include email; and all amounts are in United States dollars.

3The Service

  1. 3.1
    What it does. FTE Tracker is a web application for recording, approving and certifying employee time and effort against the funding sources that pay for that effort. Subject to the Agreement, FTE Tracker grants the Customer a non‑exclusive, non‑transferable right to access and use the Service during the Term for its own internal business purposes.
  2. 3.2
    Core functions. The Service allows Users to record daily hours against funds, service groups and activities; allows supervisors to approve or reject entries for a pay period; produces quarterly Time & Effort certification packages; and presents dashboards comparing posted allocation against target allocation for each fund. Sign‑in requires an email address, a password and a six‑digit code from an authenticator application.
  3. 3.3
    How records lock. An entry that a supervisor has approved cannot be edited by the person who recorded it. It can be reopened only by an Administrator, only with a written reason, and the reopening is recorded with the identity of the person who did it and the time. Once a quarter has been certified — that is, once its certification package has been submitted or approved — entries within that quarter cannot be changed and no further entries can be added to it.
  4. 3.4
    The event log. The Service maintains an append‑only event log recording, for each change, the account that made it, the account it was made on behalf of where an Administrator acted for another User, the action, the record affected, the time with time‑zone offset, and the values before and after the change. No function of the Service edits or deletes a log record. The Customer should note two limits, stated so that the log is not relied on for more than it is: the log retains the most recent five thousand (5,000) records for the organization and discards older records while keeping a count of how many were discarded; and the log is stored within the organization's own data record, so it is a faithful record of what the application did rather than an independently sealed or tamper‑proof archive.
  5. 3.5
    Signed certification files stay in the browser. This is a material limitation and the Customer should plan around it. When a supervisor uploads a signed certification PDF, that file is stored in a local database inside the browser used to upload it. It is not stored on FTE Tracker's servers, is not backed up by FTE Tracker, is not available from another device or another browser, cannot be produced by FTE Tracker on request or on termination, and is lost if that browser's stored site data is cleared. The Customer is solely responsible for retaining its own copies of signed certification files in its own records.
  6. 3.6
    Files the Service generates. Reports, certification packages and archives are generated in the User's own browser and downloaded to the User's device. What the Customer does with those files after that is outside FTE Tracker's control.
  7. 3.7
    Changes to the Service. FTE Tracker may modify, improve or replace parts of the Service. It will not materially reduce the core functions described in clause 3.2 during a period for which the Customer has prepaid, except where a change is required by law or by a Subprocessor, or is necessary to address a security risk.
  8. 3.8
    The Demo. The Demo runs entirely in the visitor's own browser. It requires no account, creates no record on any server operated by or for FTE Tracker, and contains only fictional sample data for a fictional organization. Anything the visitor does in the Demo is written only to that browser and can be erased from within the Demo. No real personal data of any kind should be entered into the Demo. The Demo is provided without any warranty and may change or be withdrawn at any time.

4No professional advice and no assurance of any outcome

Read this clause carefully

FTE Tracker is a record‑keeping tool. It produces records. It does not give professional advice, and it does not — and cannot — guarantee that any funder, auditor, monitor or agency will accept those records or the conclusions the Customer draws from them.

  1. 4.1
    No professional advice. Nothing in the Service, the Documentation, the public website, the Demo, any report or certification package produced by the Service, or any communication from FTE Tracker constitutes legal, accounting, auditing, tax, actuarial, grant‑compliance, cost‑allocation or human‑resources advice, and none of it may be relied on as such. The Customer should obtain its own professional advice.
  2. 4.2
    No assurance of compliance. FTE Tracker does not represent, warrant or guarantee that use of the Service will cause the Customer to comply with 2 CFR Part 200, with any Notice of Award, with any funder's cost principles or Time & Effort requirements, or with any other law, regulation, award condition or policy applicable to the Customer.
  3. 4.3
    No assurance of outcome. FTE Tracker does not represent, warrant or guarantee any outcome of any audit, single audit, site visit, monitoring review, desk review, questioned cost, disallowance, repayment demand, investigation or funder determination, whether or not records produced by the Service are relied on in it.
  4. 4.4
    Output reflects input. Every report, dashboard figure and certification package produced by the Service is derived from what Users record and what Administrators configure. The Service does not audit, verify, correct or independently substantiate any of it. FTE Tracker does not review the content of Customer Data.
  5. 4.5
    The Customer's own responsibility. The Customer alone determines what its funders require, how the Service is configured to reflect that, whether the records the Service produces are sufficient for its purposes, and what it must retain and for how long. The Customer remains the custodian of its own records for audit purposes; clause 9.9 does not transfer that responsibility to FTE Tracker.
  6. 4.6
    The certification is the Customer's statement. A certification produced through the Service is a statement made by the Customer's own supervisor or officer. It is not a statement by FTE Tracker, and FTE Tracker does not attest to, certify or vouch for its accuracy.
  7. 4.7
    No reliance. The Customer confirms that it has not relied on any statement, demonstration, marketing material or representation about the Service that is not written in the Agreement.

5Accounts, Users and authentication

  1. 5.1
    Provisioning. FTE Tracker creates the Customer's organization in the Service and the first Administrator account. From that point the Customer's Administrators create, configure, reassign, deactivate and delete Users themselves.
  2. 5.2
    Administrator authority. FTE Tracker may treat any instruction it receives from an Administrator — including an instruction to reset an authenticator enrolment, to export data, or to delete data — as an instruction given by the Customer. The Customer is responsible for keeping the list of its Administrators and their contact addresses accurate and for telling FTE Tracker in writing when it changes.
  3. 5.3
    The authenticator is mandatory. Every User must enrol an authenticator application and enter a six‑digit code at each sign‑in in addition to an email address and password. There is no way to use the Service without it, and FTE Tracker will not disable this requirement for a Customer or for an individual User.
  4. 5.4
    Lost authenticators. The Service does not issue recovery codes. If a User loses access to their authenticator, the existing enrolment must be removed manually by FTE Tracker. FTE Tracker will do so only at the written request of an Administrator sent from a work email address on record, and only during the support hours in clause 10.4. Requests go to help@ftetracker.com. Password and sign‑in problems that an Administrator cannot resolve within the Service are handled the same way.
  5. 5.5
    Credential security. The Customer is responsible for keeping sign‑in credentials and authenticator devices secure, for ensuring that Users do not share them, and for deactivating Users promptly when they leave or change role. The Customer must notify FTE Tracker without undue delay at security@ftetracker.com if it suspects that any credential has been compromised.
  6. 5.6
    Responsibility for Users. The Customer is responsible for its Users' acts and omissions in connection with the Service as if they were its own, and for ensuring that every User complies with the parts of the Agreement that apply to them.
  7. 5.7
    Visibility inside the organization — an important limitation. All of a Customer's Users sign in against one organization record. The distinctions between what an employee, a supervisor and an Administrator can see are implemented in the application interface. They are not a separation enforced between colleagues at the database level: a person holding valid credentials for the organization, and who has completed the authenticator step, is technically capable of retrieving the organization's stored data outside the application interface. In addition, every User can see the name, work email address, role and photograph of every other member of the same organization, because the Service needs that information to build supervisor pickers and the organizational tree. The Customer should provision accounts on the basis that any User it authorises may be able to reach the organization's data, and should take that into account when deciding who to authorise.
  8. 5.8
    Accuracy of records. The Customer and its Users are solely responsible for the accuracy, completeness and timeliness of the hours recorded, the funds charged, the approvals given, the reasons written, and the certifications signed. FTE Tracker does not verify any of it.

6Acceptable use and excluded data

  1. 6.1
    Permitted use. The Customer may use the Service only for its own internal business purposes, in accordance with the Agreement, the Documentation and applicable law.
  2. 6.2
    Restrictions. The Customer must not, and must not permit any User or third party to:
    1. (a)resell, sublicense, rent, lease or operate the Service as a service bureau or on behalf of any organization other than the Customer;
    2. (b)copy, modify, translate, decompile, disassemble or reverse engineer the Service or any part of it, except to the extent that restriction is prohibited by applicable law;
    3. (c)circumvent, disable or test any access control, authentication requirement, tenant separation mechanism or usage limit of the Service, or attempt to access data belonging to another organization;
    4. (d)conduct any penetration test, vulnerability scan, load test or security assessment against the Service or its Subprocessors without FTE Tracker's prior written consent and, where the target is a Subprocessor's infrastructure, that Subprocessor's consent;
    5. (e)access the Service by automated means other than as described in the Documentation, or use it in a way that imposes an unreasonable load on it;
    6. (f)upload malicious code, or use the Service to store or transmit material that is unlawful, defamatory, infringing or obscene;
    7. (g)use the Service to record information about individuals who are not workers, contractors or volunteers of the Customer;
    8. (h)use the Service as a general document repository or system of record for material unrelated to time and effort, funding allocation and certification; or
    9. (i)enter PHI, in breach of clause 6.3.
  3. 6.3
    Protected health information is prohibited.

    PHI must not be entered into the Service

    The Service is not designed to receive protected health information. The Customer must not enter PHI into any field of the Service. This includes free‑text description and note fields on time entries, supervisor review notes, leave descriptions, rework and send‑back reasons, user and fund names, file names, and any document a User uploads.

    FTE Tracker does not act as a business associate within the meaning of 45 CFR 160.103, does not perform any function or activity involving PHI on behalf of a covered entity, and does not execute Business Associate Agreements. Nothing in the Agreement is or creates a Business Associate Agreement.

    The Customer acknowledges that many of its Users may work for or with a covered entity, and undertakes to instruct its Users accordingly before giving them access.

  4. 6.4
    Free‑text fields. Note, reason and description fields accept unstructured text that the Service cannot inspect or constrain. The Customer must instruct its Users to record only what is needed to explain how time was spent, and never to record clinical information, patient or client information, or information about any individual other than the User themselves.
  5. 6.5
    If PHI is entered anyway. FTE Tracker does not monitor Customer Data and has no obligation to look for prohibited content. If it becomes aware of PHI in the Service, it may notify an Administrator, require the Customer to remove it, remove it itself where the application permits, or suspend access under clause 6.6. Entering PHI is a material breach of the Agreement.
  6. 6.6
    Suspension. FTE Tracker may suspend access to the Service, in whole or in part, where it reasonably believes that continued access presents a security risk, that the Service is being used unlawfully or in material breach of this clause 6, or where an invoice remains unpaid as described in clause 8.5. FTE Tracker will give notice before suspending where it is practicable to do so, will limit the suspension to what is necessary, and will restore access promptly once the cause is resolved. Suspension does not relieve the Customer of the obligation to pay Fees.

7Customer Data and intellectual property

  1. 7.1
    The Customer owns its data. As between the parties, the Customer owns and retains all right, title and interest in and to Customer Data. FTE Tracker acquires no ownership interest in it.
  2. 7.2
    The licence FTE Tracker receives. The Customer grants FTE Tracker a non‑exclusive, worldwide, royalty‑free licence to host, store, copy, transmit, display, back up and otherwise Process Customer Data solely to the extent necessary to provide, maintain, secure and support the Service, to prevent or address technical or security problems, and to comply with the Customer's written instructions and with law. That licence lasts only as long as FTE Tracker holds the Customer Data under clause 9.9, and grants no other right.
  3. 7.3
    What FTE Tracker will not do with it. FTE Tracker will not sell, rent or share Customer Data; will not use it for advertising or marketing; will not use it to train machine‑learning or artificial‑intelligence models; will not create de‑identified, aggregated or benchmark data sets from it; and will not disclose it to any third party except to a Subprocessor listed on the Subprocessors page for the purpose of providing the Service, or where required by law and in accordance with clause 14.3.
  4. 7.4
    The Customer's warranty about its data. The Customer represents that it has the right to enter Customer Data into the Service, that it has given its workforce whatever notices its own law requires, and that its instructions to FTE Tracker are lawful.
  5. 7.5
    Export. During the Term the Customer may export its records at any time using the export functions in the Service, which generate files in the User's own browser. Clause 9.8 states what is available after termination. Clause 3.5 states what FTE Tracker cannot export because it does not hold it.
  6. 7.6
    Feedback. If the Customer or a User gives FTE Tracker suggestions or feedback about the Service, FTE Tracker may use them without restriction and without obligation. Feedback must not contain Customer Data or Personal Data.
  7. 7.7
    FTE Tracker's property. FTE Tracker retains all right, title and interest in and to the Service, the Documentation, the public website, the Demo, the name "FTE Tracker" and all related software, design and intellectual property. Nothing in the Agreement transfers any of it. All rights not expressly granted are reserved.

8Fees, invoicing and taxes

  1. 8.1
    Pricing is quoted, not published. Fees are quoted in writing for each organization and are recorded in the Order. There is no published price list, no self‑service purchase and no payment card held on file. FTE Tracker does not collect or store payment card details.
  2. 8.2
    Invoicing. Unless the Order says otherwise, FTE Tracker invoices the Fees in advance for the subscription term stated in the Order. Invoices are issued by email to the billing contact named in the Order and are payable in United States dollars.
  3. 8.3
    Payment terms. Unless the Order says otherwise, invoices are payable within thirty (30) days of the invoice date. Fees are non‑cancellable and, except as clause 9.5 or clause 9.7 provides, non‑refundable.
  4. 8.4
    Changes in the number of Users. Where the Fees are calculated by reference to the number of active Users, the Order states how that number is measured and when it is measured. Users added during a term are invoiced at the rate in the Order, prorated for the remainder of that term. Reductions during a term do not give rise to a refund but are reflected at the next renewal.
  5. 8.5
    Late payment. Undisputed amounts not paid when due accrue interest at the lower of one percent (1%) per month and the maximum rate permitted by applicable law, from the due date until paid, together with reasonable costs of collection. If an undisputed invoice remains unpaid more than fifteen (15) days after FTE Tracker has given written notice of non‑payment, FTE Tracker may suspend the Service under clause 6.6 until it is paid.
  6. 8.6
    Disputed amounts. The Customer must notify FTE Tracker in writing of any disputed amount within twenty (20) days of the invoice date, pay the undisputed balance when due, and cooperate in good faith to resolve the dispute promptly. FTE Tracker will not suspend the Service for a genuinely disputed amount while that process is under way.
  7. 8.7
    Fee changes. FTE Tracker may change the Fees with effect from the start of a renewal term by giving written notice at least thirty (30) days before the renewal date. If the Customer does not accept the change, it may decline to renew under clause 9.1.
  8. 8.8
    Taxes. Fees are exclusive of all sales, use, excise, value‑added, gross receipts and similar taxes, and of any withholding. The Customer is responsible for all such amounts other than taxes on FTE Tracker's net income. A Customer claiming exemption must supply a valid exemption certificate before the invoice date.
  9. 8.9
    Allowability under federal awards. The Customer is solely responsible for determining whether the Fees are an allowable, allocable and reasonable cost under any federal or other award it holds, and for charging them correctly. FTE Tracker makes no representation on that point.

9Term, termination, export and retention

  1. 9.1
    Term and renewal. The Agreement begins on the Effective Date and continues for the initial subscription term stated in the Order. It then renews automatically for successive terms of the same length unless either party gives the other written notice of non‑renewal at least thirty (30) days before the end of the then‑current term. "Term" means the initial term together with any renewal terms.
  2. 9.2
    Termination for convenience by the Customer. The Customer may terminate the Agreement for convenience at any time on thirty (30) days' written notice. Termination takes effect at the end of the then‑current term and prepaid Fees for that term are not refunded.
  3. 9.3
    Termination for convenience by FTE Tracker. FTE Tracker may terminate the Agreement for convenience on ninety (90) days' written notice, in which case it will refund the portion of any prepaid Fees that relates to the period after termination takes effect.
  4. 9.4
    Termination for cause. Either party may terminate the Agreement immediately by written notice if the other party (a) commits a material breach that is capable of remedy and does not remedy it within thirty (30) days of written notice describing it, (b) commits a material breach that is not capable of remedy, or (c) becomes insolvent, ceases to carry on business, or has a receiver, trustee or administrator appointed over it. FTE Tracker may also terminate immediately for a breach of clause 6.3 or for use of the Service that is unlawful or that presents a serious and immediate security risk; it will prefer suspension under clause 6.6 where suspension would resolve the problem.
  5. 9.5
    Refund on FTE Tracker's uncured breach. If the Customer terminates under clause 9.4(a) or 9.4(b) for FTE Tracker's breach, FTE Tracker will refund the portion of any prepaid Fees relating to the period after termination takes effect. That refund is the Customer's sole monetary remedy for termination itself, and does not limit remedies for the underlying breach.
  6. 9.6
    Effect of termination. On the effective date of termination or expiry, the rights granted in clause 3.1 end, the Customer and its Users must stop using the Service, and all Fees accrued up to that date become payable. Clause 19.6 lists the clauses that survive.
  7. 9.7
    Termination of the Agreement is not the end of the DPA. The DPA continues to apply to Customer Data that FTE Tracker still holds, for as long as it holds it.
  8. 9.8
    Export after termination. For thirty (30) days after the effective date of termination, FTE Tracker will, on written request from an Administrator, either make the Service available for the sole purpose of exporting Customer Data or provide the Customer with a copy of its Customer Data in a structured, machine‑readable file, at FTE Tracker's option. FTE Tracker cannot provide signed certification PDFs, for the reason stated in clause 3.5.
  9. 9.9
    Retention for three years, then deletion. FTE Tracker retains Customer Data for three (3) years following the effective date of termination or expiry, after which it deletes it. That period is set deliberately to match the federal record retention period at 2 CFR 200.334, to which many of FTE Tracker's Customers are themselves subject, so that a Customer that leaves does not lose access to its records before its own retention obligation has run. Retention by FTE Tracker is not a substitute for the Customer's own record retention: the Customer remains responsible for retaining its own records, and should export them under clause 9.8.
  10. 9.10
    Earlier deletion on request. The Customer may at any time ask FTE Tracker in writing, by an Administrator, to delete its Customer Data earlier. FTE Tracker will delete it within thirty (30) days of the request and confirm the deletion in writing. Deletion is irreversible and FTE Tracker will not be able to restore the data afterwards, so the Customer should export first.
  11. 9.11
    Limits on deletion. FTE Tracker may retain Customer Data for longer than clause 9.9 or 9.10 provides where it is required to do so by law, or where it is necessary to establish, exercise or defend a legal claim, and in that case will retain only what is necessary and continue to protect it under the Agreement. Deletion applies to the live environment; any residual copies held in a Subprocessor's routine backups are overwritten or expire in the ordinary course of that Subprocessor's operation. FTE Tracker's own account records, such as invoices and correspondence, are kept as its business records.

10Availability and support

  1. 10.1
    As‑available. The Service is provided on an as‑available basis.
  2. 10.2
    No service level. FTE Tracker does not commit to any uptime percentage, availability target, recovery time or recovery point objective, and does not offer service credits or any other automatic remedy for unavailability. There is no service level agreement, and none is implied by any statement made anywhere else.
  3. 10.3
    Interruptions. The Service may be unavailable or degraded because of maintenance, updates, defects, or events outside FTE Tracker's control, including failure or interruption of a Subprocessor, of internet connectivity or of utilities. FTE Tracker will use reasonable efforts to give advance notice of a planned interruption but does not commit to a maintenance window or to any notice period.
  4. 10.4
    Support. Support is provided by email at help@ftetracker.com during business hours in the Commonwealth of Puerto Rico, Monday to Friday, excluding public holidays. FTE Tracker does not commit to a response time or a resolution time. Support covers use, configuration and administration of the Service, and requests under clause 5.4. It does not include the advice excluded by clause 4, and it does not include reviewing, checking or correcting the Customer's records.
  5. 10.5
    Dependence on third parties. The Service depends on the third parties listed on the Subprocessors page. Their availability is not within FTE Tracker's control.
  6. 10.6
    Backups. The Customer should not rely on FTE Tracker as its only copy of its records. FTE Tracker does not warrant that Customer Data will not be lost or corrupted, and the Customer should export and retain its own copies at intervals appropriate to its own risk. Clause 3.5 applies in particular to signed certification files.

11Warranties and disclaimers

  1. 11.1
    Mutual warranty. Each party warrants that it has the legal power and authority to enter into the Agreement and to perform it.
  2. 11.2
    FTE Tracker's limited warranty. FTE Tracker warrants that it will provide the Service with reasonable care and skill, and that it will not knowingly introduce malicious code into the Service. The Customer's exclusive remedy for breach of this warranty, and FTE Tracker's entire obligation, is for FTE Tracker to use reasonable efforts to correct the non‑conformity and, if it does not do so within a reasonable time, for the Customer to terminate under clause 9.4 and receive the refund in clause 9.5.
  3. 11.3
    Disclaimer. EXCEPT AS EXPRESSLY STATED IN CLAUSES 11.1 AND 11.2, THE SERVICE, THE DOCUMENTATION, THE PUBLIC WEBSITE, THE DEMO AND ALL SUPPORT ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND FTE TRACKER DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS AND TERMS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON‑INFRINGEMENT, ACCURACY, SYSTEM INTEGRATION OR QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
  4. 11.4
    Specific non‑warranties. Without limiting clause 11.3, FTE Tracker does not warrant that the Service will be uninterrupted, timely, secure against every form of unauthorised access, or free of defects; that any defect will be corrected; that Customer Data will not be lost, altered or corrupted; or that any record, report or certification package produced by the Service will satisfy any funder, auditor, monitor, agency or court.
  5. 11.5
    No certification or attestation. FTE Tracker holds no SOC 2 report, no ISO certification, no HITRUST certification, no HIPAA attestation and no other third‑party security or compliance certification, and does not represent that it does. The security measures FTE Tracker actually implements are described in Annex 2 to the DPA; nothing beyond those measures is warranted.
  6. 11.6
    Statutory rights. Some jurisdictions do not allow the exclusion of certain warranties. To the extent an exclusion in this clause 11 is prohibited by law that applies to the Customer, that exclusion does not apply, and the remainder of this clause continues in effect.

12Limitation of liability

  1. 12.1
    Excluded losses. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, ANTICIPATED SAVINGS OR OPPORTUNITY, OR FOR LOSS, CORRUPTION OR COST OF RECREATING DATA, OR FOR ANY QUESTIONED COST, DISALLOWED COST, AUDIT FINDING, REPAYMENT DEMAND, PENALTY, FINE, LOSS OF FUNDING OR ADVERSE FUNDER DETERMINATION, IN EACH CASE WHETHER OR NOT THE PARTY WAS ADVISED THAT SUCH LOSS WAS POSSIBLE AND WHETHER THE CLAIM ARISES IN CONTRACT, TORT, STATUTE OR OTHERWISE.
  2. 12.2
    Cap. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT AND THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY, AND (B) FIVE HUNDRED UNITED STATES DOLLARS (US$500). The Customer acknowledges that the Fees are set on the basis of this allocation of risk and that FTE Tracker would not provide the Service on these Fees without it.
  3. 12.3
    A single cap. The cap in clause 12.2 is a single aggregate cap across all claims. Multiple claims, or claims by more than one of the Customer's affiliates or Users, do not increase it.
  4. 12.4
    Carve‑outs. Clauses 12.1 and 12.2 do not limit:
    1. (a)the Customer's obligation to pay Fees due under clause 8;
    2. (b)the Customer's indemnity obligations under clause 13.2;
    3. (c)the Customer's liability for breach of clause 6.2 or clause 6.3, or for infringement of FTE Tracker's intellectual property rights;
    4. (d)either party's liability for fraud or fraudulent misrepresentation, gross negligence or wilful misconduct; or
    5. (e)any liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence.
    For the avoidance of doubt, FTE Tracker's indemnity obligation under clause 13.1 is subject to the cap in clause 12.2.
  5. 12.5
    Personal capacity. The Customer acknowledges that FTE Tracker is a sole proprietorship and that Kevin Alvarado contracts personally. The limitations in this clause 12 apply to him personally and are a condition of his providing the Service on the agreed Fees.
  6. 12.6
    Time limit. To the fullest extent permitted by applicable law, neither party may bring a claim arising out of or relating to the Agreement more than twelve (12) months after the party bringing it first became aware, or ought reasonably to have become aware, of the facts giving rise to it. This does not apply to claims for unpaid Fees.

13Indemnification

  1. 13.1
    By FTE Tracker. FTE Tracker will defend the Customer against any third‑party claim alleging that the Service, as provided by FTE Tracker and used in accordance with the Agreement, infringes that third party's United States patent, copyright, trademark or trade secret rights, and will pay damages and costs finally awarded against the Customer or agreed in settlement. This obligation does not apply to a claim arising from (a) Customer Data or anything supplied or specified by the Customer, (b) modification of the Service by anyone other than FTE Tracker, (c) combination of the Service with anything not supplied by FTE Tracker where the claim would not have arisen but for the combination, (d) use of the Service other than in accordance with the Agreement, or (e) use after FTE Tracker has told the Customer to stop and offered a remedy under clause 13.3. This obligation is subject to the cap in clause 12.2.
  2. 13.2
    By the Customer. The Customer will defend, indemnify and hold harmless FTE Tracker against any third‑party claim, and all resulting damages, liabilities, penalties, costs and reasonable legal fees, arising out of or relating to:
    1. (a)Customer Data, including any allegation that it infringes a third party's rights, violates a person's privacy rights, or was collected, entered or transferred without the notice, consent or authority that the law required;
    2. (b)the entry of PHI or of special categories of personal data into the Service in breach of clause 6.3 or clause 6.4;
    3. (c)the Customer's or a User's use of the Service in breach of the Agreement or of applicable law; and
    4. (d)any claim brought by a User, employee, officer, funder, grantor, auditor or regulator of the Customer relating to the content, accuracy, sufficiency or use of the Customer's records, approvals or certifications, other than to the extent the claim results from FTE Tracker's own breach of the Agreement.
  3. 13.3
    FTE Tracker's options. If the Service becomes, or FTE Tracker reasonably believes it may become, the subject of a claim under clause 13.1, FTE Tracker may at its own cost and option procure the right for the Customer to continue using the Service, modify or replace it so that it is non‑infringing while materially preserving its functions, or, if neither is reasonably available, terminate the Agreement on written notice and refund the portion of prepaid Fees relating to the period after termination.
  4. 13.4
    Conditions. The indemnified party must give the indemnifying party prompt written notice of the claim, allow it sole control of the defence and settlement, and give it reasonable cooperation at the indemnifying party's expense. Failure to give prompt notice reduces the indemnity only to the extent the delay prejudices the defence. The indemnifying party may not settle a claim in a way that admits liability or imposes an obligation on the indemnified party without that party's prior written consent, not to be unreasonably withheld. The indemnified party may participate at its own cost with counsel of its choice.
  5. 13.5
    Sole remedy. Clause 13.1, together with clause 13.3, states FTE Tracker's entire liability and the Customer's exclusive remedy for any claim of intellectual property infringement.

14Confidentiality

  1. 14.1
    Definition. "Confidential Information" means non‑public information disclosed by one party to the other in connection with the Agreement that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Customer Data is the Customer's Confidential Information. The Service, the Documentation, the Fees and any non‑public technical information about the Service are FTE Tracker's Confidential Information.
  2. 14.2
    Exclusions. Confidential Information does not include information that is or becomes public through no breach of the Agreement, was lawfully known to the receiving party without a duty of confidence before disclosure, is lawfully received from a third party without a duty of confidence, or is independently developed without reference to the disclosing party's information.
  3. 14.3
    Obligations. The receiving party will protect the disclosing party's Confidential Information with at least reasonable care, use it only as necessary to perform or exercise rights under the Agreement, and disclose it only to persons who need it for that purpose and who are bound by confidentiality obligations at least as protective as these. In FTE Tracker's case those persons are Kevin Alvarado and any individual contractor engaged by him under a written confidentiality obligation.
  4. 14.4
    Compelled disclosure. A party may disclose Confidential Information where required by law, regulation, subpoena or court order, provided that, unless legally prohibited, it gives the other party prompt written notice so that the other party can seek protective treatment, discloses only what is legally required, and uses reasonable efforts to obtain confidential treatment.
  5. 14.5
    Duration. These obligations continue during the Term and for three (3) years afterwards, and for as long as the information remains a trade secret in the case of trade secrets.
  6. 14.6
    Personal Data. Where Confidential Information is Personal Data, the DPA governs and prevails over this clause 14 to the extent of any inconsistency. Return or destruction of Customer Data is governed by clauses 9.8 to 9.11 rather than by this clause.
  7. 14.7
    Injunctive relief. Each party acknowledges that damages may not be an adequate remedy for breach of this clause 14 and that the other party may seek injunctive or other equitable relief without posting a bond.

15Force majeure

  1. 15.1
    Excused performance. Neither party is liable for failure or delay in performing an obligation (other than an obligation to pay money) caused by an event beyond its reasonable control, including hurricane, earthquake, flood, fire or other natural disaster; failure or interruption of electrical power, telecommunications or internet service; failure of a Subprocessor or other third‑party provider; act of government or of a public authority; embargo or sanction; epidemic or public health emergency; civil disturbance, war or terrorism; labour dispute not involving that party's own personnel; or malicious third‑party attack not resulting from that party's failure to meet its own obligations under the Agreement.
  2. 15.2
    Mitigation and notice. The affected party will notify the other as soon as reasonably practicable and use reasonable efforts to mitigate the effect and resume performance.
  3. 15.3
    Prolonged events. If the event continues for more than sixty (60) consecutive days, either party may terminate the Agreement on written notice, and FTE Tracker will refund the portion of prepaid Fees relating to the period after termination.

16Notices

  1. 16.1
    Notices to FTE Tracker. Legal notices to FTE Tracker must be sent by email to legal@ftetracker.com. That is the only address at which FTE Tracker accepts notices under the Agreement.
  2. 16.2
    Notices to the Customer. Legal notices to the Customer are sent by email to the billing contact named in the Order and to the Administrators on record in the Service. The Customer is responsible for keeping those addresses current.
  3. 16.3
    When a notice takes effect. A notice sent by email is deemed given on the next business day after it is sent, unless the sender receives an automated failure message.
  4. 16.4
    Operational messages. Routine operational messages about the Service may also be given within the application or by email to the affected Users, and are not notices under this clause 16.

17Changes to these Terms

  1. 17.1
    How changes are made. FTE Tracker may amend these Terms. The amended version is published at this address with a new "Last updated" date.
  2. 17.2
    Material changes during a paid term. FTE Tracker will give the Customer at least thirty (30) days' written notice of a change that materially reduces the Customer's rights or materially increases its obligations. Such a change takes effect at the start of the Customer's next renewal term. If the Customer objects in writing before that renewal begins, the version of these Terms in force at the date of the Order continues to apply until the end of the then‑current term, and the Customer may decline to renew under clause 9.1.
  3. 17.3
    Other changes. Changes that do not materially reduce the Customer's rights — including corrections, clarifications and changes reflecting new features — take effect when published. Changes required by law or by a regulator take effect as required by that law.
  4. 17.4
    Continued use. Continued use of the Service after a change has taken effect constitutes acceptance of the amended Terms.
  5. 17.5
    Order variations. Anything agreed in a signed Order prevails over a later change to these Terms for the duration of that Order.

18Assignment

  1. 18.1
    By the Customer. The Customer may not assign, transfer or delegate the Agreement or any right or obligation under it without FTE Tracker's prior written consent, which will not be unreasonably withheld. The Customer may assign the Agreement without consent to a successor by merger, reorganisation, consolidation or sale of substantially all of its assets, provided the successor is not a competitor of FTE Tracker, assumes all obligations in writing, and the Customer gives written notice.
  2. 18.2
    By FTE Tracker. FTE Tracker may assign the Agreement to a successor to the FTE Tracker business, including on a sale of that business or on the transfer of the business from Kevin Alvarado personally to a legal entity that he forms and controls, provided the successor assumes all obligations under the Agreement, including under the DPA. FTE Tracker will give the Customer written notice of such an assignment.
  3. 18.3
    Effect. Any purported assignment in breach of this clause is void. The Agreement binds and benefits the parties and their permitted successors and assigns.

19General provisions

  1. 19.1
    Independent contractors. The parties are independent contractors. The Agreement creates no partnership, joint venture, agency, franchise, fiduciary or employment relationship.
  2. 19.2
    Vendor, not subrecipient. FTE Tracker supplies a commercially available service to the Customer as a contractor within the meaning of 2 CFR 200.331, and is not a subrecipient of any federal award held by the Customer. No federal award term flows down to FTE Tracker unless it is set out expressly in a signed Order.
  3. 19.3
    No third‑party beneficiaries. The Agreement is for the benefit of the parties only. Users, funders, auditors and other third parties acquire no rights under it.
  4. 19.4
    Severability and waiver. If any provision is held unenforceable, it is modified to the minimum extent necessary to make it enforceable, or severed if it cannot be, and the remainder continues in full force. A failure or delay in exercising a right is not a waiver of it, and a waiver is effective only if given in writing.
  5. 19.5
    Entire agreement. The Agreement is the entire agreement between the parties on its subject matter and supersedes all prior proposals, demonstrations, marketing statements and understandings. Any term in a Customer purchase order, vendor portal, supplier registration form or similar document is of no effect, even if FTE Tracker acknowledges or accepts that document.
  6. 19.6
    Survival. Clauses 1, 2, 3.5, 4, 6.3, 7.1, 7.3, 7.6, 7.7, 8 (for amounts accrued), 9.6 to 9.11, 11.3 to 11.6, 12, 13, 14, 16, 19 and 20 survive termination or expiry of the Agreement, together with any other clause that by its nature should survive.
  7. 19.7
    Publicity. FTE Tracker will not use the Customer's name, logo or identity in any public material without the Customer's prior written consent.
  8. 19.8
    Trade compliance. Each party will comply with applicable United States export control and economic sanctions laws. The Customer represents that it is not located in, and will not make the Service available to any person located in, a country or territory subject to comprehensive United States sanctions, and that it is not a person with whom United States persons are prohibited from dealing.
  9. 19.9
    Electronic execution. An Order may be signed electronically and in counterparts, each of which is an original and all of which together form one instrument.
  10. 19.10
    Language. The Agreement is made in English. If it is translated, the English version governs.

20Governing law and venue

  1. 20.1
    Governing law. The Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation, whether contractual or non‑contractual, is governed by and construed in accordance with the laws of the Commonwealth of Puerto Rico and, where applicable, the federal law of the United States, without giving effect to any conflict‑of‑laws rule that would apply the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
  2. 20.2
    Venue. The courts located in the Commonwealth of Puerto Rico have exclusive jurisdiction over any dispute or claim arising out of or in connection with the Agreement. Each party irrevocably submits to the personal jurisdiction of those courts and waives any objection to venue there, including any objection on the ground of inconvenient forum.
  3. 20.3
    Equitable relief. Nothing in this clause prevents either party from seeking injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.
  4. 20.4
    Jury trial. To the fullest extent permitted by applicable law, each party waives any right to a trial by jury in any proceeding arising out of or relating to the Agreement.
  5. 20.5
    Good‑faith resolution. Before starting proceedings, each party will use reasonable efforts to resolve the dispute by giving the other written notice describing it and allowing thirty (30) days for discussion. This does not prevent either party from seeking urgent equitable relief or from bringing a claim for unpaid Fees.

21How to reach us

Questions about these Terms, notices under clause 16, and requests for a countersigned copy of the DPA go to legal@ftetracker.com. Requests under clause 5.4, and support under clause 10.4, go to help@ftetracker.com.

Contact details for FTE Tracker
ProviderKevin Alvarado, doing business as FTE Tracker
FormSole proprietorship — a natural person trading under a business name
JurisdictionCommonwealth of Puerto Rico, United States
Emaillegal@ftetracker.com
Support hoursBusiness hours in Puerto Rico, Monday to Friday, excluding public holidays