Tracklion – Terms and Conditions

Last modified: 22 12 2020

1. Preliminary items:

   Tracklion™ provides a platform for You to view and manage data that You provide, either byinputting it directly into the Site or by connecting to existing data from third-parties for whichYou already have an account and are authorized to use with the Site. We do not provide anyfinancial, legal, tax, healthcare, or other professional advice.

   This document (the "Agreement" or "Terms") is a legally-binding contract that will govern therelationship between You and Tracklion as You use Our site and services. Therefore, it is veryimportant that you read and understand this Agreement before using any of Our services,including the website(s) that this Agreement covers: tracklion.com.

   FTP LLC (“Company”) is the operator of the above-referenced website(s) and mobile application(s) (“Application”) (collectively “Site” or “Sites”), through which Company provides its Services. “Services” shall mean Our operation of the Site and Application, if any.

   1. By downloading or using the Site, Application, or accessing the Services, and inconsideration for the services Tracklion provides to you, YOU (the terms "you" or"yours" includes the person or entity that is accessing the Services as well as any third-parties accessing the Services on your behalf) ARE STATING THAT YOU AGREE TOBE BOUND BY ALL OF THESE TERMS AND CONDITIONS GOVERNING THEUSE OF THE SERVICES (the "Terms"). Use of the Services is offered to youconditioned on your compliance with and acceptance without modification of the terms,conditions, and notices, including the class action waiver, contained herein.
   2. You represent and agree that You will not use the Site or Services if doing so wouldviolate the laws of Your state, country, or province. You further represent and agree thatYou will not use the Site or Services for illegal purposes.
   3. Tracklion reserves the right to change or modify any of the terms and conditions contained in this Agreement, at any time, by posting the new terms on the Site or Application. The most current version of these Terms will be located on, or available through, the Application and Site. You understand and agree that your access to or use of the Services is governed by the then-current Terms that are effective at the time of your access to or use of the Services. If we make material changes to these Terms, we will notify you by updating the "Updated" date indicated at the top of this page with the date that revisions to these Terms were last made. We will not notify you of any such changes by email or other personal contact. You should revisit these Terms on a regular basis as revised versions will be binding upon you. Any such modification will be effective upon our posting of such new Terms. You understand and agree that your continued access to or use of the Services after the effective date of modifications to the Terms indicates your acceptance of the modifications.
2. Registration eligability for services, payment, and information submission

   Registration. In order to utilize some of the Services, You must register and create an account. In order to create an account, You must complete the registration process by providing Tracklion with complete and accurate information as prompted by the registration form, including contact information, a username, and password. You shall protect your password and take full responsibility for Your own and third-party activities that occur under your account. You agree to notify Tracklion immediately of any unauthorized use of your account or any other breach of security. If You create an account on behalf of an entity, these Terms bind both You and the entity.

   Third Party Registration Data: Additionally, since the Site and Services allow You to connect to third-party sites for which You have an account, You may choose to provide Tracklion with such third-party access credentials in order for Tracklion to provide You with access to that data. We are not responsible for Your use of those third-party sites, nor are We responsible for the accuracy of the data originating from such third-party sites. While Our Site and Services may allow such interactivity, it is not a condition of Your use of the Site and Services to utilize that function. You do so at Your own risk, and We cannot be responsible for any inability to access third-party sites for use within the Site and Services. You are responsible for updating your third-party account information with Tracklion to the extent that such information changes and to the extent that the third-party allows you to provide that data to Us.

   Given the nature of the Services, some of the registration data You provide, as well as other of Your Content, as defined below, may be personal, private, or otherwise sensitive. It is Your responsibility to keep that information up to date and accurate. While we use commercially reasonable efforts to protect all information which You provide to Tracklion, it may be technically impossible to prevent determined third-parties from obtaining such information through unauthorized means. For that reason, We cannot be responsible for the intentional and criminal acts of those third parties, nor can We be responsible for Your negligence with regard to Your Content, including the third-party registration data You provided to us. If You become aware of any actual or potential unauthorized use of Your data or account with Tracklion, You agree to immediately notify Tracklion at support@tracklion.com.

   You are responsible for all activity transpiring under Your account. We disclaim any and all liability arising from fraudulent use of the Site and Services. Given Our commitment to security, We may terminate, suspend, or otherwise cancel any account that appears, in Our sole discretion, to be engaging in fraudulent or suspicious use.
   Since You are responsible for all activity transpiring under Your account, You agree that You will immediately notify Tracklion should You suspect that there has been any unauthorized activity associated with Your account or other use of the Site or Services.

   Membership Fees: Tracklion may offer certain Services on a subscription basis. Under such a subscription, You will be charged for the subscription Services every period until You cancel Your subscription. Please review the specific terms of Your subscription for more information.

   If fees are applicable, You agree that You must keep all billing information current throughout Your use of and membership to the Site and Services. If We are unable to process any payment due to Tracklion because You failed to update such payment information, We have the right to suspend, terminate, or otherwise disable Your account. We reserve the right to bill you for any chargebacks or other fees that We may incur while trying to process Your payment(s).

   Termination of Your Access or Membership: You may terminate this Agreement and access to the Services at any time by closing Your account, discontinuing Your use of the Services, uninstalling the Application, and providing Tracklion with a notice of termination. Please review these Terms and Our Privacy Policy for information about what We do with Your account when terminated. We may terminate Your account, suspend Your ability to use certain portions of the Services and/or ban You altogether from the Services for any or no reason, and without notice or liability of any kind. Any such action could prevent you from accessing Your account, the Services, Your User Content, other content on the Services, or any other related information. In the event of any termination of these Terms, any provisions by which their nature should continue following termination of these Terms shall so continue.

   We reserve the right to cease operations of the Site, Application, and Services at any time and for any reason, and You agree that such cessation will be without liability or harm to You.

   You understand and agree that We shall not be liable to You for any reason in the event that We suspend, terminate, or otherwise cancel Your access to the Site, Application and Services.

   Service Interruptions: Due to factors outside of Our control, as well as certain factors within Our control, such as software and hardware upgrades, the Site or Services, or, the third-party sites which You may have linked to Your account, may be temporarily unavailable. You agree to hold Tracklion harmless for any such interruption, whether or not such interruption was planned and whether or not We notified You of any interruption; however, We will strive to provide You with advanced notice of interruptions when possible.

   Third Party Links and Services: The Services may use or provide access to one or more third-parties to process payments, process account or user registrations, provide data for Your user of the Services, or provide other services. In order to use Our Services, You may be required to provide or use login information for third-party websites. Your interactions with any of these third-parties is controlled by the terms and conditions imposed by those third-parties. Any disputes arising regarding a third-party's services or account information must be resolved directly between You and the third-party. Tracklion disclaims all warranties or representations regarding any third-party services and account information.

   Tracklion, in its sole discretion, and without notice to you or any user, may subcontract any Services to be performed by a third-party. Third party sites are subject to their own terms and privacy policies.

3. General restrictions on use and license to use your content

   You may only use the Site and Services for purposes expressly permitted by this Site. As a condition of Your use of the Site and Services, You warrant to Tracklion that You will not use the Site or Services for any purpose that is unlawful or prohibited by this Agreement or by law.

   The Site and Services may allow You to upload or otherwise submit to Tracklion text, images, video, first and third-person registration data and other content ("Your Content"). While Our Site and Services may provide You with certain materials, including HTML code, images, text, audio, video, and other content provided or licensed by Tracklion ("Site Materials"), any content provided by You, including third-party account information and data, shall be considered Your Content. To protect Ourselves and Our Users, You understand and agree that We may, in Our sole discretion, delete or disable access to any of Your Content which we deem to be in violation of this Agreement, or any law or regulation.

   By uploading or providing any of Your Content to the Site or Services, You warrant and represent that You own all intellectual property rights, privacy and publicity rights, and any other right required for You to make Your Content available via the Site or Services.

   Also, in order for Tracklion to provide You with the Services, You hereby irrevocably grant Tracklion, and any vendor We may be required to use to provide You with the Site and Services, a worldwide, perpetual, royalty-free and non-exclusive license to:

   Use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display all of Your Content on the Site or Services, by means of any technology now known or hereafter to become known.

   Third Party Site Access: As explained above, You may wish to use Your account with Tracklion to connect to third-party websites which are accessible from the Site and Services. Should You decide to connect to such sites through Your account with Tracklion, You necessarily authorize Tracklion to access any and all information in such third-party account for the purpose of providing such information within Your account with Tracklion. You warrant and represent that by connecting to a third-party site through the Services, You have permission from the third-party site to do so, and You understand that Tracklion merely facilitating Your wishes in providing You with the data from the third-party website.

   License to Use Personal Data for the Services: The other provisions of these Terms notwithstanding, with respect to any Regulated Personal Data (as defined below) that makes up the whole or a part of Your Content, the following conditions shall apply: (i) any licenses or intellectual property rights granted by you to Track Lion under these Terms shall be in the form of a revocable, royalty-free, worldwide, non-exclusive license to use, store, copy, perform, display, and distribute such Your Content for the purposes of providing the Services or otherwise in accordance with the purpose for which you transmit the Regulated Personal Data to us (each such grant, a “Limited License”), (ii) by posting, you (a) represent and warrant that you have the right to grant such Limited License(s), (b) agree to refrain from Posting or otherwise transmitting to Track Lion Your Content that contains “special categories of personal data” as enumerated in Article 9(1) of the General Data Protection Regulation of the European Union (the “GDPR”) (such data, “Sensitive Personal Data”), and (c) represent and warrant that any of Your Content shall not contain any Sensitive Personal Data. “Regulated Personal Data” means only that subset of “personal data” as defined in Article 4(1) of the GDPR (“Personal Data”) of which the processing is actually regulated pursuant to Material and Territorial Scope provisions contained in Articles 2 and 3 of the GDPR.

   You also agree that We may use, without compensation or attribution to You, any suggestions or feedback You may provide concerning the operation or functionality of the Site or Services. You grant Tracklion a perpetual, worldwide, fully transferable, sublicensable, irrevocable, fully paid-up, royalty free license to use any feedback You provide to Tracklion in any way.

   Section 230 Notice: Pursuant to 47 U.S.C. § 230 (the “Communications Decency Act” or “CDA”), We are a “provider of an interactive computer service” which makes us immune from liability for certain claims regarding Your Content.

   Section 230 Notice: Pursuant to 47 U.S.C. § 230 (the “Communications Decency Act” or “CDA”), We are a “provider of an interactive computer service” which makes us immune from liability for certain claims regarding Your Content.

   By accepting this Agreement and using the Site or Services, We grant You a single limited, revocable, nonexclusive and nontransferable license to access and use the Site Materials. The Site, Services, and Site Materials are for Your personal use only. Should We terminate Your account or access to the Site or Services, the license granted in this paragraph shall immediately terminate and any continued access or use of the Site, Service, or Site Materials shall be unauthorized. The Site Material and certain other content accessible from the Site and Services is the proprietary information of Company or the party that provided or licensed the content to Company, whereby such providing party retains all right, title, and interest in such content. Accordingly, the Site Materials may not be copied, distributed, republished, uploaded, posted, or transmitted in any way without Our prior written consent, except that You may print out a copy of the Site Materials solely for your personal use. In doing so, You may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Site Materials. Modification or use of the Site Materials except as expressly provided in this Agreement violates Our intellectual property rights. Neither title nor intellectual property rights are transferred to You by using the Site or Services.

4. Device and wireless carrier limitations and disclaimers

   While Tracklion attempts to provide all Services and Application features to all users, use of the Application and the Services may be limited for some or all users due to conditions outside of Tracklion's control. As a result, not all advertised features may be available to you at all times. Some of these conditions include, but are not limited to, the following: Your mobile device or your wireless carrier may limit the features available to you. Your data or messaging plan may limit your use of the Services. Your wireless voice and/or data signal may make access to the Applications or some of its feature intermittent or unavailable. The Application and its features may not be available in some geographic locations.

   Tracklion is not liable, and expressly disclaims any representations or warranties, regarding access to the Services or Application through a particular wireless carrier, network, or plan, on a particular device, or in a particular location. Tracklion does not guarantee that the Services will always be accessible or available. You are solely responsible for any costs you incur to access the Services or Application through your mobile device.

5. Tracklion mobile application license (If available)

   Tracklion may, from time to time, choose to make available for download a Tracklion mobile Application. If Tracklion makes an Application available, the terms of this license apply to your download and use of the Application. Tracklion does not guarantee that any Application will be developed or available.

   License. To use some of the Services’ features, you may need to download the Application. Subject to, and in accordance with, these Terms, Track Lion grants to You, and You accept from Track Lion, a limited, revocable, non-exclusive, and non-transferable license to use the Application, if available. Track Lion reserves all rights not expressly granted to You hereunder. This license is automatically revoked if you violate any of these Terms.

   Source Code. The grant of this license is not, and shall not be construed as, a grant of any right to You to use, receive or view, copies of source code, schematics, master copies, design materials or other information used by You in creating, developing or implementing the Application, including updates or modifications thereto. Without limiting the foregoing, You shall have no rights to receive any source code for the Application and shall not reverse engineer, disassemble or decompile, or otherwise attempt to derive source code for the Application for any purpose.

   Prohibitions. You must not do, or permit others to do, any of the following: (a) copy or modify the Application in any way, except as expressly permitted in these Terms; (b) remove or modify Track Lion’s copyright notices, trademark, logo, legend or other notice of ownership from any originals or copies of the Application or Services; (c) attempt to view, read, modify, reverse compile, reverse assemble, disassemble or print the Application's source code or object code or other runtime objects or files distributed with the Application; (d) otherwise reverse engineer, modify or copy the look and feel, functionality or user interface of any portion of the Application or Services; (e) rent, lease, distribute (or redistribute), provide or otherwise make available the Application or Services, in any form, to any third party (including in any service bureau or similar environment); (f) use the Application or Services to infringe on any person’s right of privacy. In addition, You will not violate or attempt to violate the security of Track Lion’s networks or servers, including (x) access data not intended for You or log into a server or account which You are not authorized to access; (y) attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper written request and authorization; or (z) attempt to interfere with service to any user, host or network, including by means of submitting a virus, overloading, flooding, spamming, mail bombing or crashing.

   Maintenance or Support. Track Lion is not under any obligation to provide maintenance or support for the Application. Track Lion may provide maintenance or support for the Application in Track Lion’s sole discretion.

   Uninstallation. You may, at any time, uninstall the Application by utilizing your mobile device's procedures for uninstalling downloaded applications.

   Third-Party Terms. You must comply with applicable third-party terms of service when using the Application, including any terms required by your mobile carrier or device manufacturer.

   Apple and Google-Specific Terms. The following additional terms and disclosures only apply to you if you use the Application through the Apple or Google operating systems, if available and as applicable:

   Apple

   1. This is a custom end-user license agreement between you and Tracklion, and not with Apple. Tracklion, and not Apple, is solely responsible for the Application, the Services, and the related content.
   2. Tracklion grants you the non-transferable right to use the Application on any Apple-branded products that you own or control and as permitted by the Usage Rules set forth in the App Store Terms of Service.
   3. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to this Application.
   4. In the event of any failure of the Application to conform to any applicable warranty, if any, you may notify Apple, and Apple will refund the purchase price, if applicable, for the Application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Application and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure of to conform to any warranty, if any, will be the sole responsibility of Tracklion.
   5. Tracklion, and not Apple, is responsible for addressing any claims by you or any third party relating to the Application or your possession and/or use of the Application, including but not limited to: (a) product liability claims; (b) any claim the Application fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection, privacy, or similar legislation, including in connection with the Application's use of the HealthKit and HomeKit frameworks, if applicable.
   6. In the event of any third party claim that the Application or your possession and use of that Application infringes that third party's intellectual property rights, Tracklion, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
   7. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
   8. Any questions, complaints, or claims with respect to the Application should be directed to support@tracklion.com.
   9. You must comply with applicable third party terms of agreement when using the Application.
   10. Apple and Apple's subsidiaries are third party beneficiaries of these Terms, and, upon your acceptance, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.

   Google

   1. This is a separate end user license agreement between you and Tracklion, and not with Google.
   2. Subject to, and in accordance with, these Terms and any required payments, Tracklion grants to You, and You accept from Tracklion, a non-exclusive, worldwide, and perpetual license to perform, display, and use the Application on your device that can access Google Play. The user may include, but is not limited to, a family group, with a family manager and family members whose accounts are joined together for the purpose of creating a family group. Family groups on Google Play are subject to reasonable limits designed to prevent abuse of family sharing features. Users in a family group may purchase a single copy of the Services (except in-app and subscription products, which cannot be shared) and share it with other family members in their family group. This license is automatically revoked if you violate any of these Terms.
   3. You are allowed unlimited reinstalls of the Application, unless and until Tracklion removes the Application from the Google Play or any other Google-branded distribution platform.
   4. Tracklion, and not Google, will have the sole responsibility to undertake or handle support and maintenance of the Application or any complaints about the Application, subject to these Terms.
   5. Tracklion, and not Google, is responsible for addressing any claims by you or any third party relating to the Application or your possession and/or use of the Application, including but not limited to: (a) product liability claims; (b) any claim the Application fails to conform to any applicable legal or regulatory requirement; (c) intellectual property claims; and (d) claims arising under consumer protection, privacy, or similar legislation, if applicable.
   6. Tracklion, and not Google, is solely responsible for Tracklion's breach of any agreement with Google, any applicable third-party contract or terms of service, or any applicable law or regulation.
   7. Any questions, complaints, claims, or issues regarding defects or performance issues with respect to the Application should be directed to support@tracklion.com.
   8. The collection, use, and distribution of your information is governed by the Tracklion Privacy Policy and by downloading and/or using the Application you agree to be bound by the terms of that Privacy Policy.
6. Specific restrictions on your content and your use of the services

   You will not use the Services in any way or for any purpose that would violate, or would have the effect of violating, any applicable laws, rules or regulations or any rights of any third-parties, including without limitation, any law or right regarding any copyright, patent, trademark, trade secret, or other proprietary or property right, false advertising, telemarketing, unfair competition, defamation, invasion of privacy, rights of celebrity, or other federal or state law, rule, or regulation.

   You may not use any information obtained from the Service in order to harass, abuse, or harm another person.

   In order to protect the integrity of the Services, Tracklion reserves the right at any time in its sole discretion to block users from certain IP addresses from accessing the Services. You may not use any technologies or processes to circumvent any IP blocks or other mechanism put in place by Tracklion to limit, restrict, or prevent access to the Services.

   You may not reproduce, copy, bulk download, redistribute, or resell any content contained within the Services without the express written consent of Tracklion. You may not use any software, devices, scripts, crawlers, robots, or other automated processes to copy, scrape, or systematically acquire any content contained within the Services without the express written consent of Tracklion. You may not frame or mirror any Tracklion website or content without the express written consent of Tracklion.

7. Disclaimer

   TRACKLION does not represent or warrant and expressly disclaims any warranty that (i) any information provided by the Services will be accurate, (ii) the Services will be error-free or accessible at all times, (iii) defects will be corrected, (iv) the Services or the server that makes the Services available, are free of viruses or other harmful component, (v) the use or the results of the use of the Services or the products or services made available through the Services will be correct, accurate, timely, or otherwise reliable, or (vi) that the Services will be supported on all web browsers or mobile operating systems. It is expressly understood by all users that the Application and the Services may be from time to time be inaccessible, inoperable, or may not provide all features as a result of multiple factors which may or may not be within TRACKLION's control. These factors may include, but are not limited to, variables in internet, telecommunications, data, cellular or satellite services provided by your wireless carrier to your mobile device, geographic limitations, poor wireless signal strength, periodic maintenance to the Services, malfunctions in the Application or the Services, limitations due to your particular mobile device, or any other reason which may prevent the Application and its services from being accessible at all times. TRACKLION disclaims any liability as a result of any user's inability to access or use the Application or the Services at a particular time, location, on a particular device, or using a particular wireless provider.

   Further, TRACKLION expressly disclaims any representation or warranty relating to any products or services displayed, described, advertised, sold, offered, reviewed, recommended, linked to, or pictured on or through the Services. TRACKLION does not endorse any such products or services and does not warrant that any such products or services are available, will meet the user's needs, are appropriate for any particular use, or are of any certain quality. TRACKLION does not guarantee that any product or service descriptions, reviews, portrayals, specifications, or the like are accurate. Under no circumstances will TRACKLION be responsible for any loss or damage resulting from any person's reliance on any such product or service descriptions, reviews, or specifications contained on the Services. All products and services made available through the Services are sold by independent sellers and not sold by TRACKLION.

   In order to protect the integrity of the Services, Tracklion reserves the right at any time in its sole discretion to block users from certain IP addresses from accessing the Services. You may not use any technologies or processes to circumvent any IP blocks or other mechanism put in place by Tracklion to limit, restrict, or prevent access to the Services.

   You may not reproduce, copy, bulk download, redistribute, or resell any content contained within the Services without the express written consent of Tracklion. You may not use any software, devices, scripts, crawlers, robots, or other automated processes to copy, scrape, or systematically acquire any content contained within the Services without the express written consent of Tracklion. You may not frame or mirror any Tracklion website or content without the express written consent of Tracklion.

   THE SERVICES AND ANY PRODUCTS SOLD THROUGH THE SERVICES ARE PROVIDED "AS IS" AND THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY TRACKLION EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICES OR PRODUCTS, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. TRACKLION DOES NOT WARRANT THAT THESE SERVICES OR PRODUCTS WILL MEET YOUR NEEDS OR BE FREE FROM ERRORS, THAT THE OPERATION OF THE WEBSITE OR APPLICATION WILL BE UNINTERRUPTED, AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, OR AS TO THE ACCURACY, RELIABILITY, OR CONTENT OF ANY INFORMATION OR PRODUCTS PROVIDED THROUGH THE SERVICES. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SERVICES. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.

   We do not guarantee that the Services, and any products sold through the Services, will be compatible with all software or with all devices.
   When you use the Application on your mobile device, your wireless service carrier may charge you data rates, message fees, and related fees.

   TRACKLION EXPRESSLY DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY CLAIMS, MISSTATEMENTS, AND/OR MISREPRESENTATIONS MADE BY SELLERS, AFFILIATES, AND ALL OTHER USERS OF THE SERVICES. ALL USERS HEREBY REPRESENT, UNDERSTAND AND AGREE TO HOLD TRACKLION HARMLESS FOR ANY CLAIMS, MISSTATEMENTS, AND/OR MISREPRESENTATIONS MADE BY ANY SELLER, AFFILIATE AND ALL OTHER USERS OF THIS SERVICES. TRACKLION DOES NOT ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY SELLER OR USER.

8. Limitation on liability

   TRACKLION WILL NOT BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY (A) INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, (B) LOSS OF PROFITS, (C) LOSS OF DATA OR INFORMATION, (D) BODILY DAMAGE OR EMOTIONAL DISTRESS, (E) PROPERTY DAMAGE, OR (F) REPUTATIONAL HARM, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF Tracklion HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.

   NOTWITHSTANDING ANYTHING SET FORTH IN THIS AGREEMENT TO THE CONTRARY, TRACKLION'S CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, OR ANY PRODUCTS SOLD THROUGH THE SERVICES SHALL NOT EXCEED THE GREATER OF (1) THE AGGREGATE FEES PAID BY YOU FOR THE SERVICES DURING THE PREVIOUS SIX (6) MONTHS, OR (2) ONE HUNDRED AND 00/100 DOLLARS ($100.00). YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE WEBSITE, RELATED SERVICES, PRODUCTS, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SERVICES.

   California Residents: You specifically waive the provisions of Section 1542 of the California Civil Code and any similar law of any other state, territory or jurisdiction. Section 1542 provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

9. Indemnity

   You agree to indemnify, hold harmless and defend Track Lion, its managers, members, directors, employees, agents, attorneys or affiliates (collectively the “Indemnified Parties”) at your expense, against any and all third-party claims, actions, proceedings, and suits brought against any of the Indemnified Parties, and against all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys’ fees) incurred by the Indemnified Parties arising out of or relating to (i) your breach of any term or condition of these Terms, (ii) your posting of Your Content, (iii) Your use of the Services, (iv) Your unauthorized use of the Services, or (v) Your purchase, sale, or use of any product or service purchased through the Services. In such a case, the Indemnified Party or Parties will provide You with written notice of such claim, suit or action. You shall cooperate as fully as reasonably required in the defense of any claim. The Indemnified Party or Parties will reserve the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by You.

10. Our trademarks and copyrights

    Trademarks, service marks, logos, and copyrighted works appearing on the Site and Services are the Company’s property or the property of the party that provided the trademarks, services marks, logos, and copyrighted works to Company. We, and any party that provided trademarks, service marks, logos, and copyrighted works to Track Lion, retain all rights with respect to any of their respective trademarks, service marks, logos, and copyrighted works appearing on this Site and Services.

11. Dispute resolutions

    Notice: Any notice required under this Agreement may be provided to Track Lion via e-mail to the following address: support@tracklion.com. You agree that any notice We must provide to You under this Agreement may be sent to the then-current e-mail address provided in Your account profile.

    Force Majeure: You understand and agree that We shall not be responsible for any failure to provide the Site or Services based on unforeseen circumstance which are our of Our control, including but not limited to: acts of God, such as flood, fire, earthquakes, hurricanes, storms or other natural disasters; hacking; failure of Our upstream providers or Your own communication providers; or the failure of hardware or software.

    Choice of Law
    This Agreement shall be governed by and construed under the laws of the state of Florida without reference to its conflicts of law principles. In the event of any conflicts between foreign law, rules, and regulations, and Florida law, rules, and regulations, Florida law, rules and regulations shall prevail and govern, except with respect to or other laws, rules and regulations governing the processing of Personal Data (such laws, rules and regulations, the “Applicable Data Laws”). Subject to the mandatory arbitration provision below, each party agrees to submit to the exclusive and personal jurisdiction of the courts located in Seminole County, Florida. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to these Terms. The products and services provided by Track Lion hereunder are controlled by U.S. Export Regulations, and they may not be exported to or used by embargoed countries or individuals. Any notices to Track Lion must be sent to:

    Track Lion
    1404 NORTH RONALD REAGAN BOULEVARD
    SUITE 1120
    LONGWOOD, FL 32750
    

    via first class or air mail or overnight courier, and are deemed given upon receipt

    Mandatory arbitration and prohibition on class actions:

    Except if Applicable Data Laws require otherwise, the parties hereto agree and understand that any dispute or claim related to your use of the Services, any dispute or claim related to your purchase or use of any products or services sold through the Services, any disputes regarding any alleged breach of these Terms, to the extent such dispute cannot otherwise be resolved, as well as any other action to enforce these Terms or for the breach of these Terms, shall be referred to final and binding arbitration, and not in court. The Federal Arbitration Act and federal arbitration law apply to this agreement.

    Any arbitration proceeding will take place in Seminole County, Florida, subject to the laws of the State of Florida and will otherwise be governed by the then-current commercial arbitration rules of the American Arbitration Association, and the parties hereto expressly waive their rights, if any, to have any such matters heard by a court or jury, or administrative agency whether federal or state. The parties in any arbitration to enforce this agreement or remedy its breach will equally share the costs associated with such arbitration proceedings; provided, that, each party shall pay its own attorney's fees. Within fourteen (14) days after the commencement of arbitration, each party shall select one person to act as arbitrator and the two selected shall select a third arbitrator within ten (10) days of their appointment. If the arbitrators selected by the parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be selected by the American Arbitration Association.

    All parties agree that any dispute resolution proceedings (including any arbitrations and any court proceedings) will be conducted only on an individual basis and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class actions and class arbitrations are prohibited. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights

    These Terms (including any amendment agreed upon by the parties in writing) represent the complete agreement between Us concerning its subject matter, and supersedes all prior agreements and representations between the parties, with the exception of a separate written license agreement for certain products sold through the Website, if any. If any of provision of these Terms conflict with Applicable Data Laws or are otherwise held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to affect the intent of the parties, and the remainder of these Terms shall continue in full force and effect. A waiver of any default is not a waiver of any subsequent default. The relationship between Track Lion and You is not one of a legal partnership relationship, but is one of independent contractors. These Terms shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto.