TERMS OF USE

THIS IS A LEGALLY BINDING AGREEMENT THAT YOU ARE CONSENTING TO BE BOUND BY WHEN USING OUR PRODUCTS OR SERVICES. PLEASE READ THIS AGREEMENT VERY CAREFULLY BEFORE USING THIS SOFTWARE OR SERVICE. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT USE ANY OF OUR PRODUCTS OR SERVICES. UNLAWFUL OR PROHIBITED USE OF THESE PRODUCTS OR SERVICES IS PUNISHABLE BY LAW.

These TERMS OF USE are an agreement between KeepTraK Corporation, herein referred to as the “Licensor”, and YOU, herein referred to as “Customer”. By the terms of this agreement, Licensor grants to Customer the nonexclusive and nontransferable right to use this software or service under the terms of this agreement. These terms apply to all software, services, media, code, product documentation, consulting services, or any other items which you may have received as part of using our software or services. These TERMS OF USE also apply to any other software or services provided by Licensor, unless other written terms accompany that software or service specifically, and in that case, those specific terms supercede these terms, which then become secondary. These TERMS OF USE are as follows:

1. USE RIGHTS.  Customer may use our software or services, on any number of devices, as Licensor has made them available to Customer, for the purpose of Customer’s normal activities. Customer may only use Licensor’s software and services for their intended purposes, and only in the case where it is lawful to do so. Licensor’s software and services may not be used to reverse engineer our software or services. Licensor’s software and services may not be used to develop a product competing with our software or services. Using this software or service for anything other than its intended purpose is expressly prohibited and considered a violation of this agreement.

2. SCOPE OF AGREEMENT.  Licensor’s software and services are licensed, not sold. This agreement only gives Customer some rights to use Licensor’s software and/or services. Licensor reserves all other rights to this software and services. Customer may use this software and/or services only as expressly permitted in this agreement. In doing so, Customer must comply with any technical limitations in the software and/or services that only allow these to be used in a certain ways. Customer may not, under any circumstances:

    • work around any technical limitations in the software and/or services;
    • reverse engineer, decompile or disassemble the software and/or services;
    • make copies of any software and/or services Licensor has provided to Customer;
    • republish any of Licensor’s software and/or services for Customer and/or others to use;
    • sell, rent, lease, or lend any of Licensor’s software and/or services; or
    • transfer the software, services, or this agreement to any third party.

3. VIOLATION OF AGREEMENT.  In the event that Customer violates this agreement in any way, Customer agrees to immediately stop using Licensor’s software and services, as well as any materials or media obtained through the use of Licensor’s software or services, and remove all traces of Licensor’s software and services from Customer’s computers. In some cases, Customer may be legally liable for damages to Licensor for violating this TERMS OF USE agreement, and in such an event, Customer agrees to pay for all damages and legal fees incurred by Licensor, arising out of a violation of this agreement.

4. SUPPORT SERVICES.  These software and services are licensed “as-is” and Licensor may not provide support services for our products and services, or may stop providing support services for any software or services at any time, with or without notice.

5. PRIVACY. Licensor’s privacy policy explains how Customer’s personal data and privacy is protected when using our products and services. By using these products or services, Customer agrees that Licensor may collect and use such data in accordance with these privacy policies. Licensor’s most current privacy policy can reviewed on our website and may be changed at any time, with or without notice or cause.

6. MODIFICATION OF SOFTWARE OR SERVICES. Licensor reverses the right to modify, change, extend, and/or terminate any software or service at any time, for any reason, with or without notice or cause.

7. NO PROHIBITED USE. Customer agrees not to use any software or services for any purpose that is unlawful or prohibited within their country’s jurisdiction, as well as any purpose prohibited by United States law. Licensor’s software and services may not be used in any manner that could damage, disable, overburden, or impair any of Licensor’s server(s), network(s), or to interfere with any other party’s use and enjoyment of any software or services. Customer may not attempt to gain unauthorized access to any of our software, services, other accounts, computer systems or networks, through any means. Customer may not obtain, or attempt to obtain, any software, services, materials or information through any means, that is not intentionally made available through our software or services.

8. RIGHT OF REFUSAL. Licensor reserves the right to refuse software or services to any person, business, organization, or entity, AT ANY TIME, FOR ANY REASON, with or without notice or cause. In such an event, Customer agrees to no longer use said software or service, without Licensorâ€â"¢s written permission stating otherwise.

9. EXPORT RESTRICTIONS. Licensor’s software and services are subject to United States export laws and regulations. Customer must comply with all domestic and international export laws, as well as any regulations that apply to the software and services. These laws include restrictions on destinations, end users, and end use.

10. MODIFICATION OF TERMS. Licensor may modify this TERMS OF USE agreement at any time, with or without notice or cause. If Licensorâ€â"¢s TERMS OF USE agreement is modified, the most recent version of the TERMS OF USE agreement will apply to all of our software and or services, and will supersede this version of the TERMS OF USE agreement. Licensorâ€â"¢s most current TERMS OF USE agreement may be viewed at any time on our website.

11. ENTIRE AGREEMENT. This agreement applies to any software, services, supplements, updates, and support services of Licensor that do not have any other explicit TERMS OF USE agreement, and this is the entire agreement for said software, services, supplements, updates, and support services.

12. APPLICABLE LAW. The laws applicable to our software and services are dependent upon Customer’s physical location. If Licensor’s software or services were acquired in the United States, Colorado state law governs the interpretation of this agreement and applies to all claims, without regard to the conflict of laws principles. If Licensor’s software and/or services were acquired in any other country, the laws of that local jurisdiction apply.

13. LEGAL INTENT.  Any term or condition in this agreement determined to be unenforceable and/or illegal under any laws where a dispute of this agreement may be claimed, said terms, conditions, or clauses shall be voided and severed from the remainder of this agreement, and shall not affect the validity of the remaining agreement in any way. Any provisions of applicable laws in said jurisdiction shall always take precedence over any conflicting or inconsistent terms, provisions, conditions, or clauses contained herein.

14. DISCLAIMER OF WARRANTY. LICENSORS SOFTWARE AND SERVICES ARE LICENSED “AS-IS” CUSTOMER BEARS ALL RISK OF USING THIS SOFTWARE. LICENSOR GIVES NO EXPRESS WARRANTIES, GUARANTEES, OR CONDITIONS. CUSTOMER MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER LOCAL LAWS WHICH THIS AGREEMENT CANNOT CHANGE. TO THE EXTENT PERMITTED UNDER LOCAL LAW, LICENSOR EXCLUDES THE IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT.

15. LIMITATION OF REMEDIES AND DAMAGES. CUSTOMER CAN RECOVER FROM LICENSOR, ITS REPRESENTATIVES, AGENTS, CUSTOMERS, OR EMPLOYEES, ONLY DIRECT DAMAGES UP TO $1.00 IN UNITED STATES CURRENCY, ARISING OUT OF ANY CLAIM MADE AGAINST LICENSOR’S SOFTWARE, PRODUCTS, OR SERVICES. CUSTOMER CANNOT RECOVER ANY OTHER DAMAGES, INCLUDING LOSS OF USE, LOSS OF DATA, LOSS OF CUSTOMERS, LOSS OF WORK, LOST PROFITS, SPECIAL DAMAGES, INDIRECT DAMAGES, OR INCIDENTAL DAMAGES. This limitation applies to:

    • anything related to the software, services, content, code, or any products produced by Licensor; and
    • claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or any other tort to the extent permitted by applicable law.

THIS CONDITION APPLIES EVEN IF LICENSOR KNEW, OR SHOULD HAVE KNOWN, ABOUT THE POSSIBILITY OF SUCH DAMAGES.

Terms of User Version: 1.0.0

Effective Date: July 1, 2015