Terms of Sale
Last modified: April 13, 2017
These Terms and Conditions of Sale (“Terms") apply to the sale of licenses to use the TrackOFF software developed by TrackOFF, LLC (“TrackOFF” or the "Company") a Delaware limited liability company. A separate End-User License Agreement (“EULA”) is presented upon installation of TrackOFF and governs your rights and responsibilities to use a licensed copy of the software. See SECTION 3 for more details.
ARBITRATION NOTICE: SECTION 9 OF THIS AGREEMENT SPECIFIES THAT DISPUTES BETWEEN YOU AND THE COMPANY WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
AUTOMATIC RENEWAL: IMPORTANT DETAILS ABOUT THE AUTOMATIC RENEWAL TERMS OF YOUR SUBSCRIPTION ARE INCLUDED IN SECTION 8 BELOW.
By clicking the “Buy” button (regardless of the exact text used on the Buy button) and purchasing TrackOFF, you agree to these Terms. If you are an individual purchasing TrackOFF on behalf of an entity or agency, you represent and warrant that you have the necessary authority to bind the entity or agency to these Terms.
2. Price and Payment
This Agreement is effective for the subscription term you purchased unless terminated earlier as permitted below. We may terminate this Agreement at our option if you fail to comply with its terms. You may also terminate this Agreement prior to the expiration of the term by permanently erasing the Software from your computer and canceling your account with us. If this Agreement is terminated, you must stop using the Software and, if you have not done so, you must permanently erase all copies of the Software.
You agree to pay the price for the TrackOFF subscription option that you order, as specified on the TrackOFF Checkout Page. All prices are quoted on the Checkout Page exclusive of federal, state, or local excise, sales, use, or similar taxes, or any export or import fees, customs duties and similar charges applicable to the sale. Company may collect taxes with respect to certain jurisdictions. You agree to pay any and all taxes and or other charges incidental to the purchase or sale of the TrackOFF.
If the Agreement is terminated for any reason or expires, you will no longer be authorized to use or access the Software, and we may cancel and/or close your account at our sole discretion. After the termination or expiration date, we will follow our standard policies to delete any information that you provided to us. Use of the Software, at any time, is governed by the terms of this Agreement. If you obtained a lifetime license to use TrackOFF via one of the Company’s authorized resellers, then your license’s duration is a maximum of five years, unless a material superseding event causes Company to no longer be able to support the software. The Company will use its best efforts to honor the lifetime duration of your license.
3. Right to Use; EULA
You agree that the exclusive terms and conditions and the scope of the right to use a license for TrackOFF will be set forth in the EULA provided to you in connection with your use of TrackOFF. If you (a) have not received the EULA before your purchase of TrackOFF, (b) have not used TrackOFF, and (c) do not agree to the EULA and do not want to use the TrackOFF subject to its EULA, you may contact us at [email protected] to request a refund of the amount you have paid for TrackOFF, in which case you will have no right to use TrackOFF thereafter.
4. Representation and Warranty
You represent and warrant that any information you provide in connection with your purchase of TrackOFF (including, without limitation, any personal and payment-related information) is true, correct, and complete). You are fully liable for any damages that Company may incur due to your breach or inaccuracy of the foregoing representation and warranty.
5. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCE AND UNDER NO LEGAL THEORY/INSTITUTE, WHETHER IN TORT, CONTRACT OR OTHERWISE, WILL COMPANY OR ITS AFFILIATES, BUSINESS PARTNERS, OR EMPLOYEES BE LIABLE TO YOU OR ANY THIRD PARTY BENEFICIARY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO ANY DAMAGE FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF DATA, LOSS OF PRIVACY, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, COMPUTER FAILURE OR MALFUNCTION AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF, OR IN ANY WAY RELATED TO, THE USE OR THE INABILITY TO USE THE TRACKOFF, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE IN CONNECTION WITH ANY ASPECT OF THIS SOFTWARE, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY, AND EVEN IF COMPANY OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL THE TOTAL LIABILITY OF COMPANY OR ITS SUPPLIERS WHETHER IN TORT, CONTRACT OR OTHERWISE, EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR TRACKOFF. YOU ACKNOWLEDGE THAT THE LICENSE FEE REFLECTS THIS ALLOCATION OF RISK AND THAT THE LIMITATION SET FORTH IN THIS SECTION IS AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN THE PARTIES.
In the event that your jurisdiction does not allow for the exclusion of limitation of liability, some of the limitations above may not apply to you.
You will indemnify and hold Company harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorneys’ fees) arising from or relating to your use of the TrackOFF. Your obligations under this section shall survive the expiration or termination of this Agreement.
7. TrackOFF Activation Key
You will be provided with an activation key upon completion of your purchase of TrackOFF. To activate TrackOFF you must enter the activation key when prompted to do so. You agree not to share your activation key with any other person unless the purchase terms specify otherwise.
8. AUTOMATIC RENEWAL, CANCELLATION AND REFUND
YOU EXPRESSLY AGREE TO ALLOW COMPANY TO AUTOMATICALLY RENEW YOUR PAID SUBSCRIPTION. PRIOR TO THE EXPIRATION OF YOUR TERM, WE WILL SEND A NOTICE TO THE E-MAIL ADDRESS YOU PROVIDED WHEN YOU SUBSCRIBED, INFORMING YOU OF THE UPCOMING RENEWAL. MONTHLY SUBSCRIBERS WILL NOT RECEIVE THIS NOTICE. YOU WILL BE CHARGED THE RETAIL PRICE FOR THE SOFTWARE THAT YOU AGREED TO WHEN PURCHASING YOUR SUBSCRIPTION. WE WILL SEND YOU VIA E-MAIL A RECEIPT CONFIRMING THE RENEWAL DATE, PRICE, AND SUBSCRIPTION TERM. UPON RENEWAL, THE NEW TERM WILL BE THE SAME LENGTH AS THE EXPIRED TERM UNLESS OTHERWISE SPECIFIED BY US AT THE TIME OF RENEWAL. FOR SUBSCRIPTIONS OF ONE YEAR OR MORE, THE RENEWAL AND YOUR PAYMENT WILL BE PROCESSED WITHIN 30 DAYS OF THE CURRENT TERM EXPIRATION DATE AND EACH ANNIVERSARY THEREAFTER. WE WILL INFORM YOU OF YOUR ACCOUNT STATUS AND ANY CHANGES TO THE TERMS AND CONDITIONS OF YOUR SUBSCRIPTION. ANY TIME AFTER PURCHASING A SUBSCRIPTION, YOU MAY CHANGE YOUR AUTOMATIC RENEWAL SETTINGS BY CONTACTING CUSTOMER SERVICE. IF YOU DO NOT WISH TO BE AUTOMATICALLY RENEWED, YOU MUST TURN OFF OR CANCEL AUTO-RENEWAL AT LEAST THIRTY DAYS BEFORE YOUR SUBSCRIPTION EXPIRES. IF YOU DO NOT TURN OFF OR CANCEL AUTO-RENEWAL, YOUR SUBSCRIPTION WILL CONTINUE UNTIL IT IS CANCELED BY YOU (OR TERMINATED BY COMPANY IN ACCORDANCE WITH THIS AGREEMENT).
You may end your use of the Software at any time and we will offer a refund (for the current term only) if requested within 30 days of purchase by contacting our Customer Support team at [email protected] or by calling 1-(888)-602-1423. More information is available on our Support page: https://TrackOFF.com/support. If you contact Customer Service to cancel your subscription more than 30 days after purchase or renewal, you are not entitled to a refund for any fees that you may have paid in advance for the current term, and you will remain liable for all fees you incur or accrue during the current term. You are responsible for ensuring that your billing information is current, complete, and accurate. If we experience a problem processing payment using the information you originally provided, we may seek to complete your transaction directly through your credit or debit account with your financial institution to prevent an interruption in service.
9. MANDATORY ABITRATION, CHOICE OF LAW & VENUE
Unless otherwise required by a mandatory law of a member state of the European Union or any other jurisdiction, this Agreement is subject to the law of the State of Maryland, United States, without regard to choice or conflicts of law principles. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
Further, you and Company agree to the exclusive jurisdiction of the state and federal courts in the city of Baltimore, Maryland to resolve any dispute, claim or controversy that arises in connection with this Agreement.
If you are a resident of the United States, the following mandatory arbitration provisions also apply to you:
1. You and Company agree that any dispute, claim or controversy arising out of or relating in any way to TrackOFF or your use thereof, including this Agreement, shall be resolved through mandatory binding arbitration. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Company are each waiving the right to a trial by jury and the right to participate in a class or multi-party action. This arbitration provision shall survive termination of this Agreement and the termination of your License. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (the “AAA Rules”), as modified by this Agreement, and as administered by the AAA. You and Company agree that this Agreement involves interstate commerce and is subject to the Federal Arbitration Act.
2. YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A CLASS MEMBER OR IN ANY REPRESENTATIVE CAPACITY OR PROCEEDING. Further, no arbitrator shall consolidate any other person’s claims with your claims, and may not otherwise preside over any form of a multi-party or class proceeding.
3. The arbitration will take place at a location convenient to you in the State where you reside.
4. Any arbitration must be commenced by filing a demand for arbitration with the AAA within ONE (1) YEAR after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim. There shall be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits a one-year limitations period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law. Your arbitration fees and your share of arbitrator compensation will be limited to those fees set forth in the AAA Rules with the remainder paid by Company. Any arbitration costs or fees deemed “excessive” by the Arbiter resolving the dispute will be paid by Company.
5. In the event of a conflict between the AAA Rules and this arbitration agreement, this arbitration agreement shall govern. If any portion of this arbitration agreement is deemed invalid or unenforceable, it shall not invalidate the other provisions of the arbitration agreement; provided, however, that (a) if the prohibition on class-wide arbitration is deemed invalid, then this entire arbitration agreement shall be null and void; and (b) if the prohibition on arbitration of representative claims brought in a private attorney general capacity is deemed invalid, then the arbitration agreement shall be null and void as to such claims only. This arbitration agreement shall survive the termination or cancellation of this Agreement. In the event of a conflict between this arbitration agreement and any other applicable arbitration provision, this arbitration agreement shall control.
10. General Provisions
Any rights not expressly granted under these Terms are reserved. These Terms represent the entire agreement between you and the Company with respect to the sale of TrackOFF supersedes any and all prior or contemporaneous oral or written agreements, representations, negotiations, any additional terms or other similar communication between the parties.
If any part of these Terms is found to be void, unenforceable or invalid, that part will be deemed stricken and will not affect the validity of the other provisions. Failure by either party to enforce any provision of these Terms will not be deemed a waiver of future enforcement of that or any other provision.
Questions about this Terms?
Email: [email protected]