By accessing the Tracx website (the “Site”) or using the services offered by Tracx in accordance with the written price proposal provided to you by Tracx (the “Services”) in case you entered into such, being “Principal Customer” under this agreement, or in accordance with Tracx approval under such proposal, in case you are a customer of a Principal Customer (“Customer of Customer”) you agree and acknowledge to be bound by these terms of Services (the “Terms”). You may not use the Services if you do not accept the Terms. If you do not accept and agree to these Terms, please do not access the Site or use the Services. You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with Tracx, or (b) you are a person barred from receiving the Services under the laws of any or other countries including the country in which you are resident or from which you use the Services.
Tracx reserves the right to change these Terms at any time. We recommend that you periodically check this Site for changes.
1. Usage License
Tracx grants you a limited non transferable license to access the Site and use the Services in accordance with these Terms and the instructions and guidelines posted on the Site, for the purpose of managing social media campaigns. All rights to use the Site and Services are provided on a non exclusive basis. Tracx reserves the rights to terminate your license to use the Site and Services at any time and for any reason or, in the future, charge for commercial usage.
2. User Responsibility
2.1 By using the Services, you represent and warrant that (a) you are 18 years of age or older; and (b) your use of the Services does not violate any applicable law or regulation. Your account may be terminated without warning, if we believe that you are under 18 years of age, if we believe that you are under 18 years of age and you represent yourself as 18 or older, or if we believe you are over 18 and represent yourself as under 18.
2.2 When you sign up to Tracx, you will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another member at any time or to disclose your password to any third party. You agree to notify Tracx immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account.
2.3 You are solely responsible for your use of the Site and Services. Because Tracx merely serves as a repository of information, user-posted content does not represent the advice, views, opinions or beliefs of Tracx, and Tracx makes no claim of accuracy of any user-posted material.
2.4 Tracx archives links to third-party websites. The linked websites’ content, business practices and privacy policies are not under our control, and we are not responsible for the content of any linked website or any link contained in a linked website. The inclusion of a link on the Site or Services does not imply any endorsement by or any affiliation with Tracx. In accessing the Site and Services or following links to third-party websites you may be exposed to content that you consider offensive or inappropriate. You agree that your only recourse is to stop using the Site and Services.
3. Confidential Information and Non-Disclosure
3.1 The term “Confidential Information” shall include all information provided by Tracx to you, or your affiliates, employees, officers, directors, agents or representatives, including without limitation, the Web Site and any and all of Tracx’s design specifications, drawings, written manuals, software programs, business plans, financial information, technical and marketing information and evaluations, service plans and customer information designated orally or in writing as confidential or otherwise which by its nature should be considered confidential. For purposes herein, Tracx shall be deemed the “Disclosing Party” and you shall be deemed the “Receiving Party.” Confidential Information shall not include information which can be demonstrated: (a) to have been rightfully in the possession of the Receiving Party from a source other than the Disclosing Party prior to the time of disclosure of said information to the Receiving Party (“Time of Disclosure”); (b) to have been in the public domain prior to the Time of Disclosure; (c) to have become part of the public domain after the Time of Disclosure by a publication or by any other means, except an unauthorized act or omission or breach of this Agreement on the part of the Receiving Party, or its employees; (d) to have been supplied to the Receiving Party after the Time of Disclosure without restriction by a third party who is under no obligation to the Disclosing Party to maintain such information in confidence; (e) to be required to be disclosed by law or court order, provided that the Receiving Party shall provide the Disclosing Party with prompt notice sufficient for the Disclosing Party to have a reasonable opportunity to prevent such disclosure and shall use best efforts to limit the information to be disclosed, or (f) to have been independently developed by the Receiving Party, provided that any persons developing same have not had access to Confidential Information and have written evidence demonstrating such independent development.
3.2 If the Receiving Party or any of its affiliates, employees, officers, directors, agents or representatives shall attempt to improperly use or knowingly disclose any of the Confidential Information, the Disclosing Party shall have the right, in addition to such other remedies which may be available to it, to injunctive relief enjoining such acts or attempts; it being acknowledged that legal remedies are inadequate.
4. Principal Customer- Warranty; Limitation of Liability
4.1 TRACX WARRANTS THAT IT HAS THE RIGHT TO PROVIDE THE CAMPAIGN MANAGEMENT SERVICES. NO OTHER WARRANTIES ARE MADE AND NO RESPONSIBILITY OR LIABILITY WILL BE ACCEPTED BY TRACX WITH RESPECT TO THE CAMPAIGN MANAGEMENT SERVICES. ALL CAMPAIGN MANAGEMENT SERVICES ARE PROVIDED “AS IS”.
4.2 THE WARRANTY SET FORTH IN SECTION 4.1 IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY TRACX UNDER THIS AGREEMENT. TRACX EXPRESSLY DISCLAIMS, AND CUSTOMER HEREBY EXPRESSLY WAIVES, ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE. TRACX DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ERRORS WILL BE CORRECTED. TRACX’S LIMITED WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF TRACX FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES PROVIDED UNDER THIS AGREEMENT. EXCEPT FOR THE ABOVE LIMITED WARRANTY, THE ENTIRE RISK OF THE CAMPAIGN MANAGEMENT SERVICES IS WITH CUSTOMER.
4.3 IN NO EVENT SHALL TRACX BE LIABLE TO CUSTOMER, ITS EMPLOYEES, AGENTS OR ANY OTHER THIRD PARTIES FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES, INCLUDING WITHOUT LIMITATION LOSS OF USE, LOSS OF OR DAMAGE TO RECORDS OR DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, REVENUE AND/OR PROFITS, SUSTAINED OR INCURRED REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, INCLUDING WITHOUT LIMITATION NEGLIGENCE, STRICT LIABILITY, INDEMNITY OR OTHERWISE, AND WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN AND REGARDLESS OF WHETHER TRACX HAD RECEIVED NOTICE OR HAD BEEN ADVISED, OR KNEW OR SHOULD HAVE KNOWN, OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. WITHOUT LIMITATION OF THE FOREGOING, TRACX’S MAXIMUM LIABILITY FOR ANY AND ALL LOSSES OR DAMAGES (INCLUDING WITHOUT LIMITATION ANY LEGAL FEES OR EXPENSES) INCURRED BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE FEES FOR THE CAMPAIGN MANAGEMENT SERVICES (AND ANY ADDITIONAL SERVICES, IF APPLICABLE) ACTUALLY PAID TO TRACX BY CUSTOMER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATE PRECEDING THE EVENT CREATING SUCH LIABILITY. IN NO EVENT SHALL TRACX BE LIABLE FOR ANY CLAIM THAT AROSE MORE THAN ONE (1) YEAR PRIOR TO THE INSTITUTION OF A SUIT THEREON.
5. Customer of Customer – No Warranty; Limitation of Liability
TRACX PROVIDES THE SITE AND SERVICES “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. TRACX SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, INFORMATION ACCURACY, INTEGRATION, INTEROPERABILITY OR QUIET ENJOYMENT. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLEIMER MAY NOT APPLY TO YOU. YOU UNDERSATND AND AGREE THAT YOU USE THE SITE AND SERVICES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES THAT ARISE FROM SUCH USE. UNDER NO CIRCUMSTANCES SHALL TRACX BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, OR ANY OTHER DAMAGES WHATSOEVER (HOWEVER ARISING, INCLUDING BY NEGLIGENCE), INCLUDING WITHOUT LIMITATION, DAMAGES RELATED TO USE, MISUSE, RELIANCE ON, INABILITY TO USE AND INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SITE OR SERVICES, DAMAGES INCURRED THROUGH ANY LINKS PROVIDED ON THE SITE AND THE NONPERFORMANCE THEREOF AND DAMAGES RESULTING FROM LOSS OF USE, SALES, DATA, GOODWILL OR PROFITS, WHETHER OR NOT TRACX HAS BEEN ADVISED OF SUCH POSSIBILITY. YOUR ONLY RIGHT WITH RESPECT TO ANY DISSATISFACTION WITH THIS SITE OR SERVICES OR WITH TRACX SHALL BE TO TERMINATE USE OF THIS SITE AND SERVICES. SOME STATES DO NOT ALLOW THE EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVEEXCLUSIONS MAY NOT APPLY TO YOU.
6. Intellectual Property (Trademarks & Copyrights)
Tracx, the Tracx logo and the Tracx design are trademarks or trade dress of Tracx, and may not be used without express written permission from Tracx, other than for attribution. All other trademarks not owned by Tracx that appear on this Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Tracx.
Tracx-originated content included on the Site, such as text, graphics, logos, software and the compilation of all content on the Site, is the property of Tracx and its licensors and protected by international copyright laws. Except as set out in these Terms, no reproduction of any Tracx-originated content is permitted without written permission from Tracx.
It is Tracx’s policy to respond to notices of alleged copyright infringement that comply with applicable intellectual property law and to terminate the accounts of repeat infringers.
These Terms are governed by the laws of the State of Maryland without reference to conflict of laws principles. If any provision of the Terms is adjudged to be illegal or unenforceable, the continuation in full force of the remainder of the Terms will not be prejudiced, and the illegal or unenforceable provision of the Terms shall be severed accordingly. Any notices must be sent to Tracx in English at email@example.com.
Digital Millennium Copyright Act
Tracx respects the intellectual property of others, and we ask our users to do the same. It is our policy to respond to clear notices of alleged copyright infringement. This page describes the information that should be present in these notices. The form of notice specified below is consistent with the form suggested by the United States Digital Millennium Copyright Act (the text of which can be found at the U.S. Copyright Office Web Site, http://www.copyright.gov).
Regardless of whether we may be liable for such infringement under local country law or United States law, our response to these notices may include removing or disabling access to material claimed to be the subject of infringing activity and/or terminating user accounts. If we remove or disable access in response to such a notice, we will make a good-faith attempt to contact the owner or administrator of the affected site or content. We may also document notices of alleged infringement on which we act. Please note that in addition to being forwarded to the person who provided the allegedly infringing content, a copy of this legal notice may be sent to a third-party which may publish and/or annotate it. Your letter (with your personal information removed) may be forwarded to Chilling Effects for publication and a link to your published letter may be displayed on Tracx in place of the removed content.
To file a notice of infringement with us, you must provide a written communication (by fax or regular mail only–not by email) that sets forth the items specified below. Please note that you will be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that a product or activity is infringing your copyrights. If you are not sure whether material available online infringes your copyright, we suggest that you first contact an attorney.
To expedite our ability to process your request, please use the following format (including section numbers):
7250 Woodmont Ave
Bethesda, MD 20814