Terms & Conditions

Trackmedium Access Terms & Conditions

This Access Agreement ("Agreement") is between TRACKMEDIUM, LLC, a California Limited Liability Company (“TRACKMEDIUM LLC”) and Licensee for access and use of TRACKMEDIUM LLC's website and the Trackmedium platform.

1. DEFINITIONS

    A. "TRACKMEDIUM website" means the website, and all subsequent Web pages made available by TRACKMEDIUM, LLC (‘’TRACKMEDIUM LLC”).

    B. "Trackmedium Platform/Software means the Trackmedium, codes and the Documentation; all other non-Software components of the Trackmedium, regardless of the form of media in which such Content is stored, transmitted, or communicated; all modifications thereof; and copyright, trademarks all and other intellectual property rights therein.

    C. "Licensee" or "you" means you, the user, who agrees to the terms of this Agreement by clicking on the "I Agree" icon.

    D. "Software" means all computer code (both source and object), applets, interfaces, commands, syntax, documentation, help material and expressions of ideas that operate, cause, create, direct, manipulate, access, or otherwise affect the Trackmedium, whether created by Trackmedium, LLC or licensed from third parties.

    E. "Use" means accessing and using the TRACKMEDIUM.

2. LICENSE AND PERMITTED USE

    A. The Trackmedium comprises original works of authorship that are both proprietary and intellectual properties of the TRACKMEDIUM LLC or its suppliers and are protected by the terms of this Agreement as well as domestic and foreign contractual and intellectual property laws, including, but not limited to, copyright, trademark, and patent laws.

    B. Entity Licensees are liable for the acts of individuals with access to Trackmedium through the entity's subscription and are responsible for ensuring that individuals with access to Trackmedium through the entity's subscription comply with the terms of this Agreement.

    C. TRACKMEDIUM LLC grants to you a non-exclusive, non-transferable, and revocable license to access, via the internet, and use the Trackmedium as provided herein for your use, until your subscription or license is terminated as provided in this Agreement.

    D. Notwithstanding any Use permitted above, you shall NOT, without the prior written consent of TRACKMEDIUM LLC:

        1. Decompile, reverse engineering, disassemble, or create derivative works from the Trackmedium;

        2. Remove or obscure any proprietary notices, including, but not limited to, any and all copyright, trademark, and patent designations contained in the Trackmedium;

        3. Upload, post, e-mail, transmit, publish, re-publish, distribute, create abstracts from, display, or otherwise make available the Trackmedium to any third parties.;

        4. Use the Trackmedium for any commercial, financial, or other beneficial purpose, including, but not limited to, advertising, exploitation, rental, lease, license, sublicense, sale, or resale of the Trackmedium except as authorized under this Agreement;

        5. Assign, rent, lend, lease, sell, sublicense, transfer, copy, reproduce, modify, adapt, translate, reverse engineer, decompile, disassemble, extract components from, or create derivative works of the Trackmedium, except as authorized under this Agreement; or

        6. Remove, modify, hide, or otherwise make unreadable or non-viewable any notice, legend, advice, watermark, or other designation contained on the Trackmedium, component thereof, or output there from.

        7. You shall not use or refer to any trademarks, service marks, logos, or other identifiers of TRACKMEDIUM LLC, or properties owned, controlled, licensed, or otherwise proprietary to TRACKMEDIUM LLC, without the prior written consent of TRACKMEDIUM LLC. Any such permitted use of any trademarks, service marks, logos, or other identifiers shall inure to the benefit of TRACKMEDIUM LLC.

    E. You shall not interrupt, or attempt to interrupt, the operation of the Trackmedium in any way.

    F. The Trackmedium may include technological protection measures that effectively control access, reproduction, or distribution of the Trackmedium. Any attempt to tamper or dismantle these protections is a breach of this Agreement and may be a violation of the Digital Millennium Copyright Act of 1998, which violation may subject the violator to civil and criminal penalties.

    G. TRACKMEDIUM LLC reserves the right to cancel subscription without notice to who violate any provision of this Agreement.

    H TRACKMEDIUM LLC reserves the right to make its own determinations as to what constitutes reasonable use, and take any action deemed appropriate.

    I. You are responsible for any fees or charges made by an Internet service provider or other third-party service incurred by you to access the Trackmedium.

    J. “Authorized Users” will only consist of: (i) employees of Licensee who work directly under the legal entity of the Licensee (“Employees”) and (ii) third party contractors of Licensee (“Permitted Contractors”). Licensee is fully liable for the acts and omissions of Employees and Permitted Contractors under this access agreement.

    H. You may integrate a link to the Trackmedium’s sign-in page into your website for the convenience of your Authorized Users’ access.

3. REGISTRATION AND SECURITY

    A. As part of the registration process, you shall select a password and a User ID. You shall provide TRACKMEDIUM LLC with certain registration information, all of which must be accurate and updated as appropriate.

    B. You shall not select or use the User ID and password of another person with the intent to impersonate that person, or use a User ID and password in which another person has rights, without such person's authorization and its being on the other person's behalf. Failure to comply with the foregoing shall constitute a breach of this Agreement, which may result in immediate termination of your subscription.

    C. You shall be responsible for maintaining the confidentiality of your password and any relevant access codes provided by Trackmedium.

    D. You shall immediately notify TRACKMEDIUM LLC of any known or suspected unauthorized use(s) of your subscription, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or access code by contacting the TRACKMEDIUM LLC.

    E. You are responsible for all usage or activity with your subscription, including, but not limited to, use of your subscription by any third party authorized by you to use your subscription, User ID, password, and access code. Only one person may access the Trackmedium at any given time using your User ID. You are also responsible for any and all unauthorized use of your subscription. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your subscription, at TRACKMEDIUM LLC's sole discretion, and TRACKMEDIUM LLC may refer you to appropriate law enforcement agencies.

4. MODIFICATIONS

    A. To the Agreement. TRACKMEDIUM LLC reserves the right to modify this Agreement and any policies affecting the Trackmedium at any time, if the modification is necessitated by law or reasonable business purpose. Any such modification shall be effective immediately upon posting to the TRACKMEDIUM LLC website or distribution via electronic mail or conventional mail.

                Your continued access to the Trackmedium after any such modification to this Agreement shall be conclusively deemed an acceptance of all such modifications, regardless whether you have notice of such modifications. Your only right with respect to any dissatisfaction with any modifications made pursuant to this provision, or any policies or practices of TRACKMEDIUM LLC in providing the Trackmedium, including, but not limited to, (1) any change in the Content or (2) any change in the amount or type of fees associated with the Trackmedium, is to terminate your subscription in accordance with the provisions of this Agreement and receive any prepaid fees that survive the date of termination.

    B. To the TRACKMEDIUM LLC website and the TRACKMEDIUM. TRACKMEDIUM LLC reserves the right to modify, suspend, or discontinue the TRACKMEDIUM LLC website or any portion thereof at any time, including the availability of any area of the TRACKMEDIUM LLC website, including, but not limited to, the availability of the Trackmedium. Your sole recourse in such event shall be to terminate your subscription as provided in this Agreement and receive any prepaid fees that survive the date of termination.

5. YOUR REPRESENTATIONS AND WARRANTIES

                You represent, warrant, and covenant that:

    A. You will use the Trackmedium in accordance with the terms of this Agreement.

    B. The information that you have provided to TRACKMEDIUM LLC is true and accurate.

    C. You shall at all times comply with all applicable laws, rules, and regulations with respect to your Use of the Trackmedium.

    D. You shall not use the Trackmedium to infringe, misappropriate, or violate the rights of TRACKMEDIUM LLC or third parties.

    E. You shall not knowingly or otherwise introduce to or through the Trackmedium any viruses or other items of a destructive nature.

    F. You shall not share the software or any of its components on the internet or with any person.

    G. You shall not share any screenshots or photographs of the Trackmedium on the internet or with any person other than your customers and Authorized Users.

    H. You shall comply at all times with this Agreement, including any modifications to this Agreement in accordance with this Agreement.

6. EXPORT CONTROL LAWS

                Software available on the TRACKMEDIUM LLC website or as part of the Trackmedium may contain technology that is subject to export controls. You agree not to transfer or export such Software from the United States, or to provide such Software to any foreign person or entity in the United States.

7. TERM AND TERMINATION

                Subject to any agreement between TRACKMEDIUM LLC and User to the contrary, your access right to the Trackmedium will continue or renew automatically unless TRACKMEDIUM LLC terminates it or you notify TRACKMEDIUM LLC of your decision to terminate your subscription.

    A. Termination by TRACKMEDIUM LLC. This Agreement and any license created hereunder may be terminated by TRACKMEDIUM LLC: (i) if Licensee fails to make any payments due hereunder within fifteen (15) days of the due date; (ii) Licensee files a petition for bankruptcy or insolvency, has an involuntary petition filed against it, commences an action providing for relief under bankruptcy laws, files for the appointment of a receiver, or is adjudicated a bankrupt concern.

    B. Termination by Licensee. This Agreement may be terminated by Licensee on thirty (30) days written notice to TRACKMEDIUM LLC if TRACKMEDIUM LLC fails to perform any obligation required of it hereunder, and such failure is not cured within thirty (30) days from TRACKMEDIUM LLC’s receipt of Licensee’s notice or a longer period if TRACKMEDIUM LLC is working diligently towards a cure.

    C. Effect of Termination. Upon termination of this Agreement, Licensee shall no longer access the Trackmedium and Licensee shall not circumvent any security mechanisms contained therein.

    D. Other Remedies. Termination of Agreement will not limit either party from pursuing other remedies available to it, including injunctive relief, nor will such termination relieve Licensee’s obligation to pay all fees that have accrued or are otherwise owed by Licensee under this Agreement.

    E. Data Delivery. If Licensee chose to terminate Agreement, or if Licensee is terminated by TRACKMEDIUM LLC due to reason mentioned under Term 7.A, then it is the Licensee’s responsibility to download a backup of their data at its own cost and time in the Trackmedium available format. If termination is caused by TRACKMEDIUM LLC due to cease of business, a data backup will be delivered to Licensee in the Trackmedium available format.

8. DISCLAIMER OF WARRANTIES

    A. You agree that your access to and use of the Trackmedium and the content available through the Trackmedium is on an "as is," "as available" basis, and TRACKMEDIUM LLC specifically disclaims any representations or warranties, express or implied, including, without limitation, any representations or warranties of merchantability or fitness for a particular purpose and any statutory warranty of non-infringement.

    B. No employee or other agent of TRACKMEDIUM LLC is authorized to modify the foregoing disclaimer of warranties or to make any additional warranties, either orally or in writing, except as expressly provided in this Agreement.

9. LIMITATIONS ON LIABILITY

    A. Use of the Trackmedium is at your sole risk. You assume full responsibility and risk for loss of data resulting from your use of the Trackmedium. TRACKMEDIUM LLC and its affiliates, agents, licensors, and any telecommunications or network services for TRACKMEDIUM LLC shall not be liable to you or anyone else for any damages, including, but not limited to, direct, consequential, exemplary, special, incidental, indirect, or punitive; damages for loss data and/or profit, goodwill, or other intangible losses or similar damages even if advised of the possibility of such damages; or for any attorney fees.

    B. TRACKMEDIUM LLC's website may contain links and pointers to other sites on the Internet maintained by third parties. Such links do not constitute an endorsement by TRACKMEDIUM LLC of any third-party site, or any materials contained therein. TRACKMEDIUM LLC does not control and is not responsible for the availability, accuracy, privacy policy, or currency of such third-party sites or any information, content, TRACKMEDIUM’s, or services accessible from such third-party sites.

    C. Your sole remedy in the event of any breach of this Agreement by TRACKMEDIUM LLC shall be the termination of your subscription as provided herein.

    D. you agree to indemnify, defend and hold TRACKMEDIUM LLC and TRACKMEDIUM LLC’s principles, partners, attorneys, staff and affiliates (collectively, “affiliated parties”) harmless from any liability, loss, claim and expense, including reasonable attorney’s fees, related to your violation of this agreement or use of the Trackmedium.

10. MISCELLANEOUS.

    A. Governing Law. This Agreement shall in all respects be treated as though it were executed and performed in the Riverside County, California, and shall be governed by and be construed in accordance with the laws of the State of California, without regard to its conflict of laws provisions.

    B. Statute of Limitation. Any cause of action by you with respect to the Trackmedium Platform shall be instituted within applicable statute of limitation period under California Law.

    C. Jurisdiction and Venue. All legal proceedings arising out of or in connection with this Agreement shall be brought solely in Riverside County, California. You expressly submit to the exclusive jurisdiction of said courts and consents to extra-territorial service of process.

    D. Language. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against either party.

    E. Severability. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect.

    F. No Assignment. You may not assign this Agreement or any of the rights granted by us hereunder, in whole or in part, without our prior written consent. and any attempt to do so shall be void. This Agreement is binding on and shall inure to the benefit of the parties and their respective successors and permitted assigns.

    G. Failure to Enforce. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision.

    H. Force Majeure. If our performance under this Agreement is prevented, hindered, or otherwise made impractical by reason of flood, strike, war, acts of government, or any other casualty or cause beyond our control, then we shall be excused from its performance to the extent and so long as it is prevented, hindered, or delayed by such event(s).

    I. Attorneys Fees. In the event of legal action brought by either party, the prevailing party shall be entitled to reimbursement of actual legal fees and related expenses.

11. PAYMENT

    A. Fees. Licensee shall pay TRACKMEDIUM LLC the fees indicated on the subscription page in addition to any additional fees associated to extra storage or support hours at the beginning of every billing cycle. Any late payment will be subject to any costs of collection (including reasonable legal fees) and will bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial periods) or at the maximum rate permitted by law, whichever is less. If Licensee is delinquent on a payment of fees for fifteen (15) days or more, TRACKMEDIUM LLC may suspend access to the Trackmedium. Complaints concerning invoices must be made in writing within thirty (30) days from the date of the billing cycle.

    B. Sales, State & Local Taxes. The license, service fees, and other amounts required to be paid hereunder do not include any taxes as applicable by your state. TRACKMEDIUM LLC shall add these taxes to the base fee as applicable.

12. LICENSEE OBLIGATIONS

    A. Licensee agrees that no employees of TRACKMEDIUM LLC will be required to individually sign any agreement in order to perform any services hereunder including, but not limited to, access agreements, security agreements, facilities agreements or individual confidentiality agreements.

    B. The Licensee shall be obliged to inform its Authorized Users before the beginning of use of the Software about the rights and obligations set forth in this Agreement. The Licensee will be liable for any violation of obligations by its Authorized Users or by other third parties who violate obligations within the Licensee’s control.

    C. The Licensee shall be obliged to keep the login names and the passwords required for the use of the Trackmedium and its website confidential, to keep it in a safe place, and to protect it against unauthorized access by third parties with appropriate precautions, and to instruct its Authorized Users to observe copyright regulations. Personal access data must be changed at regular intervals.

    D. Before entering its data and information, the Licensee shall be obliged to check the same for viruses or other harmful components and to use state of the art anti-virus programs for this purpose. In addition, the Licensee itself shall be responsible for the entry and the maintenance of its data.

    E. TRACKMEDIUM LLC has the right (but not the obligation) to suspend access to the Trackmedium or remove any data or content transmitted to the Trackmedium without liability (i) if TRACKMEDIUM LLC reasonably believes that the Trackmedium is being used in violation of this Agreement or applicable law, (ii) if requested by a law enforcement or government agency or otherwise to comply with applicable law, provided that TRACKMEDIUM LLC shall use commercially reasonable efforts to notify Licensee prior to suspending the access to the Trackmedium as permitted under this Agreement, or (iii) as otherwise specified in this Agreement. Information on TRACKMEDIUM LLC’s servers may be unavailable to Licensee during a suspension of access to the Software. TRACKMEDIUM LLC will use commercially reasonable efforts to give Licensee at least twelve (12) hours’ notice of a suspension unless TRACKMEDIUM LLC determines in its commercially reasonable judgment that a suspension on shorter or contemporaneous notice is necessary to protect TRACKMEDIUM LLC or its Licensees.