This is a legal Master Services Agreement (“Agreement,” and also referred to as the “Terms of Service” or “MSA”) between You and iTrack, LLC FKA Insurance-Track: Powered by TrackVia, Inc. (“Us”, "iTrack", "Insurance-Track" ), for use of the Services which You selected or initiated, which may include TrackVia services, optional fee-based professional services ("Custom Services") and other services available from time to time (collectively, the “Services”). “You” refers to all of the following: a) the individual who registered the iTrack account; b) the individual who provided PayPal his or her credit card or other payment mechanism for the Services, and (c) if the Services are being purchased on behalf of an organization by an individual so authorized, then “You” or, alternatively, “Subscribing Organization” or “Customer” refers to such organization. If You do not agree with the terms of this Agreement, or if you are not authorized to bind said organization to these terms, do not remit payment. The invoice you receive states that by remitting payment , you agree to these Terms of Service. This agreement is effective between Us and You as of the date You accept this agreement.

 

To establish an Account, the Subscribing Organization must complete the the transaction through PayPal, or through other means mutually agreed upon by Us and You. The Subscribing Organization must provide accurate and complete information upon Account registration (the “Registration Information”), as well as accurate and complete billing information on the billing form (“Billing Information”), and promptly update the Registration and Billing Information so that they always accurate and complete.

 

Upon registration, the Subscribing Organization will select an Account Name and Users will each select a password, or will have one assigned to them by an Administrator.

 

The sharing of user login names and passwords by more than one individual to avoid the payment of fees or an increase in fees constitutes a violation of these Terms of Service.

 

iTrack & TrackVia will use commercially reasonable efforts to assign to the Subscribing Organization the Account Name that it selects. You will notify Us immediately of any known or suspected unauthorized use, activities or disclosure of the Account or any information, or any other breach of security. We will not be liable for any failure by the Subscribing Organization or its Users to comply with this or any other provision of these Terms. In the event that a dispute arises over the rightful control of any Account, We will have no obligation to any party to continue to grant access to the Account except under an order from a court of competent jurisdiction that explicitly directs Us to do so. There can be only one (1) Account Authority at any time, and the User who is currently designated as the Account Authority cannot be deleted from the account. The Account Authority may be changed 1) by an email sent from the registered email address of the current Account Authority, 2) by bona fide legal written notice provided to us by an Officer of the Subscribing Organization, or 3) as separately defined in an Order Form. Upon becoming an Account Authority, each person will be deemed to agree to the obligations of an Account Authority hereunder.

 

The Account Authority is the designated Customer authority for cancellation notifications, User additions and deletions, permission changes, and all other business matters. The Account Authority is also the person who will request actions should any dispute arise between or among Users of the account. Only the Account Authority can cancel the Account. All notices from TrackVia to the Subscribing Organization about business matters will be given to the current Account Authority at the e-mail address appearing in the account settings of the Account, or by a message placed inside the account. At our sole discretion, we will determine the timing, nature, and content of all communication with the Account Authority and any billing contacts or other Users.

 

iTrack is a trade name who's management has been assigned as the Account Authority at TrackVia, Inc. You will be a subscriber beholden to these Terms of Service and those of of TrackVia. You agree to hold Us harmless for any and all changes in conditions, circumstances, or accessibility that result from the actions,  inactions, or change in wherewithal of TrackVia.

 

We exclusively own all rights, title and interest in and to all of data provided by iTrack. iTrack, at its sole discretion, reserves the right to redact certain data records in the event that a potential conflict of interest exists with its various business interests. You accept that the data is obtained from various publicly available open-record sources, and that We, while believing in the validity of the data, do not guarantee its accuracy or validity. You agree to hold Us harmless in the event that the availability of any part of the publicly available information is restricted or redacted by the data source, and that , in this event, you are bound by these Terms of Service.

 

If You have entered into an agreement for Custom Services, and provide data to Us, You own all rights to said data. You agree to back-up and separately save your data, via the data export feature or other means, and agree to hold iTrack harmless for any loss of data for any reason. For Custom Services, an initial 50% deposit of the agreed upon annual fee will be paid prior to project inception, and the remaining 50% will be paid upon project completion, or as mutually agreed upon by both parties. If a mutual agreement regarding project completion cannot be agreed upon , You agree that the 50% deposit is fully earned by iTrack, and We reserve the right to terminate Your use of Services.  The annual fee for Custom Services will include up to two (2) hours monthly per annual subscription for service requests and maintenance. The two (2) hour service agreement is not cumulative over a series of months, and is applied only to each individual month. Any work performed by Insurance-Track in excess of two (2) hours per month will be billed at an hourly rate of $200.  If You use a third party site as a log-in access to iTrack, You agree to hold that third party harmless for any and all allegations, claims, grievances, or lack of access. 

 

You agree to the non-disclosure of iTrack's proprietary information, and will hold in confidence the programming schema, methods, formulas and all aspects of the Services.  You agree to not disclose any information to any party that may be used to compromise the Services, or to facilitate or aid in competition to the Services, or for any purpose that may be to the detriment, or contrary to the best interests, of iTrack. You agree that the Services are protected under federal trademark and copyright law.  

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You and your Subscribing Organization (or “Agency”) hereby grants to iTrack, LLC the right, in perpetuity and throughout the universe, to use Employee’s and Agency’s name, likeness, logo, activities, and attributes in connection with the production, exhibition, advertising, distribution and other exploitation of the products manufactured, distributed, licensed or sold by iTrack, LLC (including, without limitation, articles, promotional materials, television appearances and commercials, programming and interviews) and all subsidiary and ancillary rights therein, in perpetuity, throughout the world and in any and all media, whether now known or hereafter devised, including, without limitation, publications, merchandising, digital marketing and websites, and commercial tie-ups.

 

To use the Services, the Subscribing Organization and its Users must obtain and pay any fees for access to the World Wide Web and provide all equipment necessary to make such connection, including a computer and internet access device. The Subscribing Organization and its Users may access the Services and the Account only by means of the interface or application programming interfaces (APIs) provided by TrackVia. Although the Services and Account are generally accessible worldwide, access may not be available to all persons or in all locations.

 

Except as otherwise specified herein or in an order form, (i) fees are quoted and payable in United States dollars (ii) fees are based on services purchased and not actual usage, (iii) payment obligations are non-cancellable and fees paid are non-refundable, and (iv) for bulk user count agreements and certain other fixed-term agreements, the number of User subscriptions purchased cannot be decreased during the relevant subscription term stated on the order form. User subscription fees are based on periods that begin on the subscription start date and each anniversary thereof. You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit card for all Services listed in the order form for the initial subscription term and any renewal subscription term(s). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable order form. If the order form specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant order form. Unless otherwise stated in the order form, invoiced charges are due prior to the subscription start date. You are responsible for maintaining complete and accurate billing and contact information in the Services. If any charges are not received from You by the due date, then at Our discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and (b) We may condition future subscription renewals and order forms on payment terms shorter than those previously specified. If any amount owed by You under this or any other agreement for Our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full. We shall not exercise Our rights to suspend the account if the applicable charges are under reasonable and good-faith dispute and You are cooperating diligently to resolve the dispute. Monthly subscription payment options require an annual subscription term.

 

This Agreement commences on the date You accept it and continues until all User subscriptions granted in accordance with this Agreement have expired or been canceled. User subscriptions purchased by You commence on the start date specified in the applicable order form and continue for the subscription term specified therein. All subscriptions are fully earned at inception, and prorata cancellations are not allowed. Except as otherwise specified in the applicable order form, all User subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of cancellation at least 30 days before the end of the relevant subscription term. The per-unit pricing during any such renewal term shall be the same as that during the prior term unless We have given You written notice of a pricing increase at least 30 days before the end of such prior term, in which case the pricing change shall be effective upon renewal and thereafter. In no event shall any cancellation relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of cancellation.

 

iTrack or TrackVia may terminate, cancel, suspend, limit, discontinue, or deactivate (temporarily or permanently) all or any part of the Services, any password, Account Name, registration, any part or all of the Account, or the Subscribing Organization’s or its Users’ access to and use of any part or all of their stored data and information (collectively, “Application Information”), Registration Information, Account Information, the Services or the Account, or their rights under these Terms (all of the foregoing rights and actions to “Terminate” or a “Termination”), all at any time, including without limitation if (a) We believe that the Subscribing Organization or a User has violated or is threatening to violate these Terms or other policies of TrackVia, its Third Party Providers or applicable law, has misused or is threatening to misuse the Services, or has conducted or is threatening to conduct any fraudulent, abusive, or illegal activity, (b) We believe that the Subscribing Organization or any of its Users has accessed or is to attempting to access any part of the Services or Content, or the Account, or Registration Account or Application Information of any other Subscribing Organization or User, (c) the Subscribing Organization assigns its rights to the Account or the Account Name, (d) TrackVia discontinues the Services or any part thereof for any reason, (e) the subscribing Organization or a User makes excessive use of bandwidth, or transmits excessive numbers of e-mails, notices or other transmissions inconsistent with the number of users registered and using the Service in the sole discretion of TrackVia, or (f) the Subscribing Organization, its Users or Administrators, have created multiple “free trial” accounts for the purpose of avoiding subscription fees. TrackVia reserves the right to investigate the validity of any complaint presented to it that alleges that any account has been used to conduct fraudulent, abusive or illegal activity, or has been used in any way which violates these Terms. Such investigations may include logging in to the account and reviewing any data or information contained therein. TrackVia will not, however, provide any such information to any third party unless required by law or court order. A Termination may be made with or without notice and may be effective immediately. In the event of Termination, TrackVia may remove or permanently delete from its servers all of the Subscribing Organization’s and its Users’ Account Information, Registration Information and Application Information and all backup copies thereof, without further notice and without any liability of TrackVia to the Subscribing Organization, its Users or any third party. Notwithstanding anything in these Terms to the contrary, if TrackVia reasonably believes that the Subscribing Organization or any of its Users has violated or is threatening to violate applicable law or the provisions of this Agreement or has conducted or is threatening to conduct any fraudulent, abusive, or illegal activity, TrackVia may, without any notice, refer the Subscribing Organization or its Users to appropriate law enforcement agencies, or immediately remove and permanently delete the Account Information, Registration Information and Application Information as otherwise provided herein. If a Subscribing Organization or its Users are the subject of a Termination, they may not re-register for or continue to use the Services in any manner or for any reason. If the Subscribing Organization wishes to terminate its Account and use of the Services, it must notify iTrack by sending an email to support@itrackllc.net If you wish to cancel, notify the Account Authority of your intentions. iTrack may deactivate the Subscribing Organization at any time after receipt of a valid cancellation request.

 

WARRANTY DISCLAIMER. YOU UNDERSTAND AND AGREE THAT THE SERVICES, AND ANY ASSOCIATED SOFTWARE, ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TRACKVIA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. TRACKVIA MAKES NO WARRANTY OR REPRESENTATION REGARDING THE SERVICES, ANY INFORMATION, MATERIALS, GOODS OR SERVICES OBTAINED THROUGH THE SERVICES, THE ACCOUNT, OR THAT THE SERVICES WILL MEET ANY SUBSCRIBING ORGANIZATION OR USER REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE SERVICES AND THE ACCOUNT ARE AT THE SUBSCRIBING ORGANIZATION’S AND USER’S SOLE RISK. THE SUBSCRIBING ORGANIZATION AND ITS USERS WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO THE SUBSCRIBING ORGANIZATION, THE USER, THE ACCOUNT, AND ANY LINKED ACCOUNTS RESULTING FROM THE USE OF SUCH SERVICES OR WEBSITE. Because some states and jurisdictions do not allow limitations on implied warranties, the above limitation may not apply to either the Subscribing Organization or the User. In that event, such warranties are limited to the minimum warranty scope and period allowed by applicable law. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TRACKVIA, INC., ITS PARENTS, SUBSIDIARIES, OFFICERS, EMPLOYEES, SPONSORS, PARTNERS, SUPPLIERS OR AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, PROCUREMENT OF SUBSTITUTE GOODS AND/OR SERVICES, OR ANY OTHER PECUNIARY LOSS) INCLUDING BUT NOT LIMITED TO CLAIMS ARISING OUT OF, OR RESULTING FROM THE USE OF OR INABILITY TO USE THE SERVICES, THE ACCOUNT, OR ASSOCIATED SOFTWARE, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF TRACKVIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, TRACKVIA’S MAXIMUM CUMULATIVE LIABILITY AND THE SUBSCRIBING ORGANIZATION’S AND ITS USERS’ EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY THE SUBSCRIBING ORGANIZATION FOR THE SUBSCRIPTION SERVICES (EXCLUDING ANY PER USE OR PROFESSIONAL SERVICE FEES) IN THE PREVIOUS 12 MONTHS EVEN IF ANY REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. Because some states and jurisdictions do not allow limitation of liability in certain instances, portions of the above limitation may not apply to either the Subscribing Organization or its Users.

 

The Subscribing Organization and its Users agree, to the extent allowed under federal law, to indemnify and hold iTrack and TrackVia, Inc., or its parents, subsidiaries, affiliates, officers, employees, sponsors and partners harmless from any claim, loss, cost, expense, demand, or damage, including reasonable attorneys’ fees, arising directly or indirectly out of (a) the Subscribing Organization’s or its Users’ use of or connection to the Services, this Website, the Account, or the Materials, (b) Account Information or other information transmitted or stored by the Subscribing Organization or its Users through or on the Account or the Services, (c) activities in connection therewith, or (d) the Subscribing Organization’s or its Users’ breach of this Agreement or violation of the rights of any other party. Subscriber agrees that these Terms of Service my be revised from time to time. Subscriber agrees to adhere to any revisions of these Terms of Service. All trademarks, service marks and logos used in this Website are the property of their respective owners.

 

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