Terms of Service

Last Updated: August 12, 2020

Thanks for using Traq365! These terms of service (“Terms”) govern your use and access to our Services, which means, collectively, the Traq365 mobile platform, application, website and any email notifications or other mediums, or portions of such mediums, through which you have accessed these Terms (“Services“). Your agreement is with Traq365 Corporation.

PLEASE READ THESE TERMS CAREFULLY BEFORE USING OUR SERVICES. BY ACCEPTING THESE TERMS, E.G., BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, BY EXECUTING AN ORDER FORM OR SIGN-UP PAGE THAT REFERENCES THESE TERMS (each, an “ORDER FORM”) OR BY USING OUR SERVICES, YOU AGREE TO THESE TERMS, INCLUDING OUR PRIVACY POLICY. IF YOU DO NOT AGREE WITH THESE TERMS, OR ANY PORTION OF THESE TERMS (INCLUDING ANY PORTION OF OUR PRIVACY POLICY), YOU MUST NOT ACCESS OR USE OUR SERVICES.

IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, YOU MUST NOT ACCEPT THESE TERMS AND MAY NOT USE OUR SERVICES.

PLEASE BE ADVISED THAT THESE TERMS CONTAIN AN AGREEMENT TO ARBITRATE ALL CLAIMS AND DISCLAIMERS OF WARRANTIES AND LIABILITY. THESE TERMS ALSO ALLOW YOU TO PURSUE CLAIMS AGAINST US ONLY ON AN INDIVIDUAL BASIS, AND NOT AS PART OF ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. AS A RESULT, YOU MAY SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE AND DECLARATORY RELIEF) ONLY ON AN INDIVIDUAL BASIS.

WE MAY IMMEDIATELY TERMINATE YOUR ACCESS TO OUR SERVICES IF YOU FAIL TO COMPLY WITH ANY PROVISION OF THESE TERMS, IF WE BELIEVE YOUR USE OF ALL OR ANY PORTION OF OUR SERVICES WILL REFLECT POORLY ON US, OUR SERVICES OR OUR GOODWILL, OR IF WE OTHERWISE DEEM YOUR USE OF OUR SERVICES TO BE ILLEGAL OR OTHERWISE INAPPROPRIATE, IN EACH CASE, IN OUR SOLE AND ABSOLUTE DISCRETION.

Please note: By using any call recording feature of our Services, you provide your express, irrevocable consent to have the applicable call recorded by our Services. Notwithstanding the foregoing, as between you and us, you are solely and absolutely responsible for complying, and covenant and agree to comply in all cases, with all laws applicable to the recording of calls, including any such laws that require the consent of the other participants on calls you or your Users make and/or recorded on or via our Services.

These Terms may change from time to time. Your continued use of our Services after we make changes is deemed to be acceptance of those changes, so please check this policy periodically for updates.

Table of Contents:

  1. Our Services Are Not Intended for Minors
  2. Our Responsibilities
  3. Your Responsibilities
  4. Fees and Payment for Services; Termination
  5. Proprietary Rights and Licenses
  6. App Services
  7. Copyright Infringement
  8. Authorization to Contact You; Responsibility for Call Recording Compliance
  9. International Users
  10. We Make No Representations or Warranties Regarding our Services
  11. Limitations on our Liability
  12. Your Indemnification of Us
  13. Our Remedies
  14. Legal Disputes
  15. Miscellaneous

1. Our Services Are Not Intended for Minors

Our Services are intended to be accessed and used only by adults and are not directed to minors. As stated in our Privacy Policy, we do not knowingly collect personally identifiable information relating to anyone under the age of 18 and you should not provide us with any personally identifiable information regarding any individual under the age of 18. If you are below the age of 18, you may NOT access, use and participate in our Services.

2. Our Responsibilities

General. Subject to your payment of applicable fees and compliance with these Terms, we will (a) provide our standard support for Services we provide to you pursuant to a Paid Account (as defined below) at no additional charge, and (b) use commercially reasonable efforts to make our cloud-based Services available 24 hours a day, 7 days a week, except for any unavailability caused by circumstances beyond our reasonable control, including, for example, an act of God, act of government, pandemic, epidemic, health crisis, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, failure or delay of providers of Internet service or non-Traq365 Offerings (as define below), or a denial of service attack. You acknowledge and agree that we may use third party service providers, contractors and subcontractors (“Our Providers”) to assist in providing, supporting and improving our Services.

Non-Traq365 Offerings. Our Services may contain optional features designed to interoperate with products, services or information provided by third parties and not by us (“Non-Traq365 Offerings”), such as Google oAuth or salesforce.com. To use such features, you may be required to obtain access to Non-Traq365Offerings from their providers and may be required to grant us access to your account(s) on the Non-Traq365 Offerings. Any acquisition by you of Non-Traq365 Offerings, any exchange of data between you and any provider of a Non-Traq365 Offering, and any governing terms are solely between you and the applicable provider. We do not warrant or support NonTraq365 Offerings, whether or not they are recommended by us or otherwise. If the provider of a Non-Traq365 Offering ceases to make the Non-Traq365 Offering available for interoperation with the corresponding Service features on reasonable terms, we may cease providing those Service features without entitling you to any refund, credit, or other compensation. Please note that some Non-Traq365Offerings are subject to specific terms if you use them.

Beta Services. We may from time to time (1) invite you to try products, services or other enhancements related to our Services that are not generally available to others or (2) otherwise provide you with access to our Feeless Services, as defined below (collectively, “Beta Services”). You may accept or decline Beta Services in your sole discretion. Any Beta Services will be clearly designated as free, beta, pilot, limited release, developer preview, nonproduction or by a similar description. Beta Services may be provided for evaluation or other related purposes and, therefore, may contain bugs or errors, and may be subject to additional terms (including those set forth below). We may discontinue Beta Services at any time in our sole discretion and may never make them generally available. Additional terms applicable to Beta Services include:

  • In addition to the permitted uses of and restrictions for our Services, you agree that your use of any Beta Services will be for purposes of evaluating and testing the Beta Services for our benefit.
  • In addition to your obligations under these Terms, with respect to Beta Services, your obligations also include: (i) your active use and evaluation of the Beta Services in the manner and form requested by us; (ii) your prompt response to our questions and submission of meaningful feedback (including reports) as we request regarding the Beta Services (which will constitute “Feedback” as that term is defined in Section 5; (iii) giving us all rights to any such Feedback you submit; (iv) your prompt notification to us of any and all functional flaws, errors, anomalies, and problems directly or indirectly associated with the Beta Services that you discover in the manner and form requested by us; and (v) your coverage of all usual and customary incidental costs you incur in the ordinary course arising from your use of the Beta Services (i.e., internet and phone service), even if additional to any such costs prior to your use of the Beta Services (unless otherwise agreed by us in writing).
  • Notwithstanding any standard customer support that we may provide with respect to our Services, with respect to Beta Services, we may provide technical support in our commercially reasonable discretion. Without limiting the generality of the foregoing, please note that we do not make any promises or guarantees to provide technical support or, if provided, any particular level of technical support, with respect to any Beta Services.
  • Our entire liability to you, and your only remedy in connection with the Beta Services (including, without limitation, any defects or non-performance of the Beta Services) is to terminate your use of the Beta Services. WITHOUT LIMITING THE APPLICATION OF ANY OTHER LIMITATIONS OF LIABILITY APPLICABLE TO YOUR USE OF OUR SERVICES, IN NO EVENT WILL THE AGGREGATE LIABILITY OF US OR OUR LICENSORS, OUR PROVIDERS, AND SUPPLIERS ARISING OUT OF OR RELATED TO ANY BETA SERVICES, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED $100. THE FOREGOING LIMITATION APPLIES EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

3. Your Responsibilities

Your Compliance with these Terms. We may, at our sole discretion and at any time monitor your compliance with these Terms. Without limiting the foregoing, we have the right to:

  • Take appropriate legal action, including referral to law enforcement for any illegal or unauthorized use of our Services (or any portion thereof).
  • Terminate or suspend your access to all or part of our Services for any or no reason, including any violation of these Terms.
  • Fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose your identity or other information.

YOU WAIVE AND HOLD US (AND OUR LICENSEES AND OUR PROVIDERS) HARMLESS FROM ANY CLAIMS RESULTING FROM ANY OF THE FOREGOING ACTIONS TAKEN BY US DURING OR AS A RESULT OF OUR INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY US OR BY LAW ENFORCEMENT AUTHORITIES.

Your Access of Our Services. We reserve the right to withdraw or amend all or any portion of our Services, and any service or material we provide on our Services, in our sole discretion with or without notice to you. Furthermore, your access and use of our Services may be interrupted from time to time for any of several reasons, including the malfunction of equipment, periodic updating, maintenance or repair of our Services or other actions that we may, in our sole discretion, elect to take. We may also suspend or discontinue the availability of our Services or any portion or feature of our Services at any time in our sole discretion and without prior notice to you. From time to time, we may restrict access to some parts of our Services, or all of our Services, to users. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period.

Your Submission of Information and Materials to Us. To access our Services or some of the resources it offers, you may be asked to provide certain registration details and other information. It is a condition of your use of our Services that all the information you provide on or via our Services is correct, current, and complete. Additionally, in the course of using certain features or functionalities of our Services, you may submit Your Data, including audio recordings, transcriptions, notes and other electronic data and information.

You understand that our collection, use and disclosure of all such information is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

We may (but are not obligated to) directly or through third parties, make any inquiries we consider necessary to validate your identity or other information or materials provided by you to us. This may include asking you for further information or documentation, requiring you to provide a valid government issued identification or a taxpayer or national identification number, requiring confirmation of ownership of your email address or financial accounts, or verifying Your Information or Your Data against third-party databases or through other sources.

Permitted Use. You may use our Services only as permitted by us, only for lawful purposes and only in accordance with these Terms. You may use our Services only for your internal business purposes in good faith. You may not access or use us for any other purposes. Without limiting the generality of the foregoing, you may not and may not assist, encourage, support or enable others to:

  • make any Service available to, or use any Service for the benefit of, anyone other than you or your authorized users (“Users”);
  • sell, resell, license, sublicense, distribute, rent or lease any Service, or include any Service in a service bureau or outsourcing offering;
  • Use our Services in any way that violates any applicable federal, state, local or international law or regulation, or the rights of a third party;
  • Through the use of our Services, unlawfully defame, abuse, harass, offend, threaten or harm anyone or any entity;
  • Engage in any conduct that restricts or inhibits, or prevents access, use or enjoyment of our Services (or any part thereof), or which, as determined by us, may harm us or users of our Services or expose them to liability;
  • Use our Services to impersonate or attempt to impersonate us, our employees or other representatives, another user of our Services or any other person or entity (including, without limitation, by using e-mail addresses associated with any of the foregoing);
  • Use our Services in any manner that could disable, overburden, damage, or impair them or interfere with any other party’s use of our Services, including their ability to engage in real time activities through our Services;
  • attempt to gain unauthorized access to or perform security testing on any Service or its related systems or networks;
  • permit direct or indirect access to or use of any Service in a way that circumvents a contractual usage;
  • copy a Service or any part, feature, function or user interface thereof;
  • frame or mirror any part of any Service;
  • access any Service in order to build a competitive product or service;
  • reverse engineer any Service;
  • Use any robot, spider or other automatic device, process or means to access our Services for any purpose, including monitoring or copying any of the material on our Services;
  • Manually or otherwise reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit our Services or any of the material on our Services, except that you may print one copy of a reasonable number of pages of our Services for your own, personal use and not for further reproduction, publication or distribution or modification;
  • Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from our Services;
  • Use any illustrations, photographs, video or audio sequences or any graphics available on our Services separately from our Services;
  • Use any device, software or routine that interferes with the proper working of our Services (or any part thereof);
  • Introduce any viruses, trojan horses, worms, logic bombs or other malicious or technologically harmful material to, on or through our Services (or any part thereof);
  • Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of our Services, or any servers, computers or databases on which our Services our stored;
  • Attack our Services via a denial-of-service attack or a distributed denial-of-service attack;
  • Otherwise attempt to interfere with the proper working of our Services (or any part thereof); or
  • Violate these Terms or our Privacy Policy.

Your right to access and use our Services is personal to you and is not transferable by you to any other person or entity. You are solely responsible for making all arrangements necessary for you to access our Services. Additionally, you are solely responsible for ensuring that all persons who access our Services through your internet connection are aware of these Terms and comply with them.

We may, in our sole discretion, cancel your access to our Services for any reason, in our sole and absolute discretion.

Usage Limits. Our Services are subject to usage limits, including, for example, the quantities specified in Order Forms. Unless otherwise specified, (a) our Service may not be accessed by more than the number of Users specified in the applicable Order Form, (b) a User’s password may not be shared with any other individual, and (c) a User identification may be reassigned to a new individual replacing one who no longer requires ongoing use of the Services. If you exceed a contractual usage limit, then you will execute an Order Form for additional quantities of the applicable Services promptly upon our request, and/or pay any invoice for excess usage in accordance with these Terms.

Your Users. You are responsible for identifying and authenticating all Users, for approving access by such Users to our Services, for controlling against unauthorized access by Users, and for maintaining the confidentiality of Access Credentials (as defined below) and account information. By federating or otherwise associating your and your Users’ Access Credentials and accounts with us, you accept responsibility for the confidentiality and timely and proper termination of user records in your local (intranet) identity infrastructure or on your local computers. We are not responsible for any harm caused by persons accessing our Services via your account with us, including individuals who were not authorized to have access to the Services but who were able to gain access. You are responsible for all activities that occur under your and your Users’ usernames, passwords or accounts or as a result of your or your Users’ access to our Services.

You Must Maintain the Confidentiality and Security of Access Credentials. We may provide you and/or your Users with access credentials or other information necessary for you to access our Services or portions thereof (“Access Credentials”). You and each User must treat any Access Credentials as strictly confidential, and it is your sole responsibility to maintain the security of any Access Credentials.

You acknowledge that any Access Credentials that we provide you are personal to you and each User and agree not to provide any other person or entity with access to our Services or portions of it using such Access Credentials. You also agree to ensure that you and each User exit from our cloud-based Services at the end of each session. You and each User should use particular caution when accessing our cloud-based Services from a public or shared computer so that others are not able to view or record Access Credentials or other information. We will not be liable for any loss that you or your Users may suffer as a result of the authorized or unauthorized use of such Access Credentials by a third party.

We have the right to disable any Access Credentials at any time in our sole discretion for any or no reason, including if, in our sole opinion, you or any User has violated any provision of these Terms, if we believe your or any User’s use of all or any portion of our Services will reflect poorly on us, our Services or our goodwill, or if we otherwise deem your use of our Services to be illegal or otherwise inappropriate, in each case, in our sole and absolute discretion.

Notice to Users. If you sign up for an account with an email address provisioned by your organization, your organization may be able to block your use of our Services until you transition to an account on a Traq365 team (e.g., Traq365 Business or Traq365 Education plans) or you associate your Traq365 account with a personal email address.

If you use our Services through a corporate account, you must use it in compliance with your organization’s terms and policies. Please note that Traq365 business accounts are subject to your organization’s control. Your administrators may be able to access, disclose, restrict, or remove information in or from your Traq365 organization’s account. Your organization may also be able to restrict or terminate your access to a Traq365 corporate account. If you convert an existing Traq365 account into a Traq365 corporate account, your administrators may prevent you from later disassociating your account from the Traq365 corporate account.

You Must Notify Us of a Breach. You must immediately notify us of any unauthorized use of your Access Credentials, any unauthorized use of our Services, any violation of these Terms, or any other breach of security known to you in connection with our Services by sending an e-mail to us at: Info@Traq365.com

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of our Services in breach of these Terms, your right to use our Services will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

Your Data. By submitting Your Data on or through our Services, you represent and warrant that: (i) you have all requisite rights, power and authority to submit Your Data to our Services, (ii) Your Data and our use thereof as set forth in these Terms will not infringe, dilute, misappropriate, or otherwise violate, anywhere in the world, any intellectual property right or right of privacy or publicity of any third party or any applicable law, and does not and will not result from the misappropriation of any trade secret or the breach of any confidentiality obligations to any person or entity, and (iii) Your Data will not include any material that is unlawful, threatening, abusive, defamatory, vulgar, obscene, profane or otherwise objectionable, or that encourages conduct that constitutes a criminal offense, gives rise to civil liability or otherwise violates any law.

You may not imply that Your Data is in any way sponsored or endorsed by us.

You acknowledge that Your Data may expose you to liability. For example, but not by way of limitation, you may be exposed to liability if Your Data contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any law or regulation.

Our Actions with Respect to Your Data. Although we may not regularly review Your Data, we may, at our sole discretion and at any time, edit, refuse to post or remove Your Data (in whole or in part). Pursuant to our Privacy Policy, we may review Your Data to determine, in our sole discretion, your compliance with these Terms.  Without limiting the foregoing, we have the right to take any action with respect to Your Data that we deem necessary or appropriate, in our sole discretion, including removal of Your Data if we believe, in our sole opinion, that such data violates these Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of our Services or the public or could create liability for us.

4. Fees and Payment for Services; Termination

Feeless Services. We may from time to time offer certain Services for no fee (“Feeless Services”). Such Services will be provided pursuant to the terms set forth in Section 1 under “Beta Services.” You acknowledge and agree that certain features and/or functionalities of our Services may not be available as part of or in connection with Feeless Services, including, without limitation, the transcription feature/functionality of our Services. You may terminate Feeless Services by deleting your account. You or we may cancel or otherwise terminate Feeless Services at any time for any or no reason.

Paid Accounts. You can establish a subscription and/or fee -based account (“Paid Account”) by executing an Order Form and/or modifying features to your Feeless Services to obtain features or portions of our Service subject to our subscription or other fees. We (or our third-party payment processor) will automatically bill you from the date you establish or convert to a Paid Account and on each periodic renewal until cancellation. Paid Accounts will remain in effect until cancelled or terminated under these Terms. If you breach these Terms and/or don’t pay for your Paid Account on time, we reserve the right to suspend and/or terminate it, and/or reduce features of the Services. You may cancel your Paid Account at any time. Refunds are only issued as set forth in these Terms or as otherwise required by law.

Acknowledgement Regarding Fees. Except as otherwise specified herein or in an Order Form, (i) any fees are based on Services purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.

Invoicing and Payment. You will provide us (or our third-party processor) 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 (or our third-party processor), you authorize us to charge such credit card for all Services 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 net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to us (or our third-party processor) and notifying us of any changes to such information.

Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases hereunder. If we have the legal obligation to pay or collect Taxes for which you are responsible under this Section, we will invoice you and you will pay that amount unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, we are solely responsible for taxes assessable against us based on our income, property and employees.

Future Functionality. You acknowledge and agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding future functionality or features.

5. Proprietary Rights and Licenses

Reservation of Rights. Subject to the limited rights expressly granted hereunder, we and our licensors reserve all of our/their right, title and interest in and to the Services, including all of our/their related intellectual property rights. No rights are granted to you hereunder other than the right to receive and use Services as expressly set forth herein.

License by You to Host Your Data. You grant us and our affiliates and service providers a worldwide, limited-term license to host, copy, back-up, transmit and display all electronic data and information submitted by or for you to the Services or collected and processed by or for you when using the Services, including, without limitation, any audio recordings, transcriptions, dictations, notes, memoranda and other electronic data, and any information the Services may obtain from Non-Traq365 Offerings (collectively, “Your Data”). Your Data is necessary for us to provide the Services in accordance with these Terms. Our Services may provide you with features that enable you to comment, sort, edit, share, and search or that analyze Your Data to assist you with your internal business purposes. These and other features may require our systems to access, store, scan and mine Your Data, and you give us and Our Providers permission to do those things for this purpose and for the purpose of improving our Services generally. Subject to the limited licenses granted herein, we acquire no right, title or interest from you under these Terms in or to Your Data.

License by You to Use Feedback; Marketing. You grant to us and Our Providers a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback provided by you or Users relating to the Services, including any Beta Services (collectively, “Feedback”). Additionally, we may, during term of our relationship, reference you as a customer or user of the Services subject to any trademark or logo usage guidelines that you may provide to us.

License by You to Use Your Data. You grant us and Our Providers a worldwide, limited-term license to collect and analyze Your Data for the purpose of providing our Services and improving our Services to you during the term of our relationship. Additionally, we may collect and analyze data and other information, including Your Data that we mine and anonymize, and data and information relating to the provision, use and performance of various aspects of our Services and related systems and technologies (collectively, “Analytical Data”), and will be free (during and after the term hereof) to use such information and data to improve and enhance our Services and for other development, diagnostic and corrective purposes in connection with the Services and our other offerings.

Your Data on Termination. You authorize us to retain Your Data for 30 days after any termination or expiration of these Terms. Notwithstanding the foregoing, following any such termination or expiration, we have no obligation to maintain Your Data, and have the right to delete or destroy all copies of Your Data in our systems or otherwise in our possession or control, unless legally prohibited. Nothing in this Section will require us to delete or destroy any Analytical Data, regardless of whether derived of or from Your Data or otherwise.

6. App Services

App Services. Aspects of our Services include access and other capabilities in connection with or otherwise relating to our Traq365 mobile application(s) (collectively, “App Services”). By using our App Services, you:

  • acknowledge that these Terms are between you and us and not with Apple, Inc., Google, Inc. or any other third-party;
  • agree not to use or manipulate our App Services on your mobile device while driving or operating any other heavy machinery;
  • acknowledge that certain parts of our App Services may require phone service, data access or text messaging capability. Except as otherwise noted, carrier rates for phone, data and text messaging will apply; and
  • acknowledge that we may, in our sole discretion and at any time, change, suspend, remove or disable access to content or other materials comprising part of our App Services at any time without notice. In no event will we be liable for making these changes. We may also impose limits on the use or access of certain features or portions of our App Services, in any case without notice or liability.

Scope of License. Any App Services made available by us to you are licensed, not sold, to you. Your license to the App Services is subject to your prior acceptance of these Terms and you agree that these Terms will apply to the App Services that you license. We reserve all rights in and to any App Services not expressly granted to you under these Terms.

The license granted to you for any App Services is a limited, non-exclusive and nontransferable license for each of your Users to (i) download, install and use the App Services on a single, compatible mobile device that each such User owns or controls (“Mobile Device”), as permitted by these Terms and subject to any additional rules and restrictions imposed upon you by third parties, such as rules and restrictions imposed by the applicable mobile device provider and mobile application store provider (“Third-Party Rules”); and (ii) access, stream, download and use on such Mobile Device our Services made available in or otherwise accessible through the App Services, strictly in accordance with these Terms. For the avoidance of doubt, this license does not allow you or your Users to use any App Services on any Mobile Device that you (or they) do not own or control, and you may not distribute or make any App Services available over a network where it could be used by multiple devices at the same time.

You may not rent, lease, lend, sell, transfer, redistribute or sublicense any App Services and, if you or any Users sell or otherwise transfer your Mobile Device to a third party, you or they must remove any App Services from the Mobile Device before doing so. You may not copy (except as expressly permitted by this license and the Third-Party Rules), decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify or create derivative works of any App Services, any Updates (as defined below), or any part of any App Services or Update (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included in the App Services). Any attempt to do so is a violation of our rights and the rights of our licensors. If you breach this restriction, you may be subject to prosecution and damages, among other things.

The terms of this license will govern any Updates, unless such Update is accompanied by a separate license in which case the terms of that license will govern.

Updates. We may, from time to time, in our sole discretion develop and provide App Services updates, which may include upgrades, bug fixes, patches and other error corrections or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. We have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either: (i) the Application will automatically download and install all available Updates; or (ii) you may receive notice of or be prompted to download and install available Updates. You must promptly download and install all Updates and acknowledge and agree that the App Services or portions of such App Services may not properly operate should you fail to do so.

7. Copyright Infringement

We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law.

Notification. If you believe any materials accessible on or from our Services infringe your copyright, you may request removal of those materials (or access to them) from our Services by submitting written notification to our Copyright Agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (the “DMCA“), your written notice (the “DMCA Notice“) must include substantially the following:

  • Your physical or electronic signature.
  • Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on our Services, a representative list of such works.
  • Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
  • Adequate information by which we can contact you (including your name, postal address, telephone number and, if available, e-mail address).
  • A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent or the law.
  • A statement that the information in the written notice is accurate.
  • A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

If you fail to comply with all of the requirements of the DMCA, your DMCA Notice may not be effective. Additionally, please be aware that, if you knowingly materially misrepresent that material or activity on our Services is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

Counter Notification Procedures. If you believe that material you posted on our Services was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us (a “Counter-Notice“) by submitting written notification to our Copyright Agent. Pursuant to the DMCA, a Counter-Notice must include substantially the following:

  • Your physical or electronic signature.
  • An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.
  • Adequate information by which we can contact you (including your name, postal address, telephone number and, if available, e-mail address).
  • A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
  • A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which our Services may be found) and that you will accept service from the person (or an agent of that person) who provided our Services with the complaint at issue.

The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice.

Copyright Agent. Our designated Copyright Agent to receive DMCA Notices and Counter-Notices is:

Legal

c/o Traq365 Corporation

265 South Federal Highway, Suite 273

Deerfield Beach, Florida 33441-4145

8. Authorization to Contact You; Responsibility for Call Recording Compliance

By using our Services, you authorize us and our agents, representatives and independent contractors to contact you at any email address or telephone number (including telephone numbers associated with mobile, cellular, wireless or similar devices) you provide to us or from which you place a call to us, or any telephone number at which we reasonably believe we may reach you, using any means of communication, including calls or text messages using an automatic telephone dialing system or prerecorded messages, even if you incur charges for receiving such communications.

By using any call recording feature of our Services, you provide your express, irrevocable consent to have the applicable call recorded by our Services. Notwithstanding the foregoing, as between you and us, you are solely and absolutely responsible for complying, and covenant and agree to comply in all cases, with all laws applicable to the recording of calls, including any such laws that require the consent of the other participants on calls you or your Users make and/or recorded on or via our Services.

9. International Users

Our Services are controlled, operated and administered by us from our offices within the United States of America. We make no representations that our Services (or the products and services described on our Services) are permissible, appropriate or available for use in other jurisdictions. If you access our Services from a location outside the United States, then you do so by your own volition, and you are solely responsible for compliance with all laws, regulations and rules (including local laws and any applicable United States export control laws). You must not use our Services in a manner prohibited by any applicable state, federal, international or local laws, rules, restrictions or regulations.

10. We Make No Representations or Warranties Regarding our Services

You agree that your use of our Services and all information, content, materials, products and services described on or made available through our Services is at your sole risk. It is your sole responsibility to independently evaluate the accuracy, correctness or completeness of our Services and all related information, content, materials, products and services. Our Services and all information, content, materials, products and services included on or associated with our Services are provided to you on an “as-is” and “as available” basis.

We make no representations or warranties of any kind, express or implied, as to the operation of our Services or the information, content, materials, products or services included on or associated with our Services, including their accuracy, correctness, completeness, safety, reliability, title, timeliness, non-infringement, merchantability, conformity or fitness for a particular purpose. Without limiting the foregoing, you acknowledge that we cannot guarantee, and do not make any representations or warranties regarding, the continuous operation of or access to our Services or the results of your use thereof.

You further acknowledge that operation of and access to our Services may be interfered with as a result of technical issues or numerous factors outside of our control. We make no representation, warranty, or guarantee that our Services or are free of infection from any viruses, worms, Trojan horses, trap doors, back doors, easter eggs, time bombs, cancelbots or other code or computer programming routines that contain contaminating or destructive properties or that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer, device, data, programs or other equipment or material due to your use of our Services or items obtained through our Services or to your downloading of any material posted on our Services or any links to our Services.

WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. We do not control or direct what people and others do or say, and we are not responsible for their actions or conduct (whether online or offline) or any content they share (including offensive, inappropriate, obscene, unlawful, and other objectionable content).

The foregoing does not affect any warranties which cannot be excluded or limited under applicable law.

11. Limitations on Our Liability

IN NO EVENT WILL WE BE RESPONSIBLE OR LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND, INCLUDING SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES THAT INCLUDE DAMAGES FOR ANY PERSONAL OR BODILY INJURY, EMOTIONAL DISTRESS, INJURIES TO PROPERTY AND LOSS OF PROFIT, REVENUE OR BUSINESS, WHETHER AS A RESULT, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, OF A BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING STRICT LIABILITY AND NEGLIGENCE) OR OTHERWISE, AS A DIRECT OR INDIRECT RESULT OF: (I) YOUR BREACH OR VIOLATION OF ANY TERM OR CONDITION OF THESE TERMS; (II) YOUR ACCESS AND USE OF OUR SERVICES; (III) YOUR DELAY IN ACCESSING OR INABILITY TO ACCESS OR USE OUR SERVICES FOR ANY REASON; (IV) YOUR DOWNLOADING OR USE OF ANY OF CONTENT AVAILABLE VIA OUR SERVICES; (V) YOUR RELIANCE ON OR USE OF OUR SERVICES OR ANY CONTENT AVAILABLE THEREON; (VI) ANY THIRD PARTY’S USE OF OUR SERVICES ON YOUR BEHALF; (VII) THE BREACH OF OUR SECURITY AND UNAUTHORIZED DISCLOSURE OF YOUR DATA, INCLUDING YOUR INFORMATION; (VIII) ANY INFORMATION, SOFTWARE, PRODUCTS OR SERVICES OBTAINED ON OR THROUGH OUR SERVICES, OR OTHERWISE ARISING OUT OF THE USE OF OUR SERVICES, OR (IX) YOUR ACTIONS OR THE ACTIONS OF OTHERS AT OR IN CONNECTION WITH OUR SERVICES, WHETHER IN BREACH OF THESE TERMS OR OTHERWISE, IN EACH CASE, EVEN IF WE OR OUR AGENTS, REPRESENTATIVES, LICENSORS, VENDORS, SUPPLIERS OR ANY OTHER APPLICABLE THIRD PARTY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL AGGREGATE LIABILITY AND THE LIABILITY OF OUR DIRECTORS, OFFICERS, SHAREHOLDERS, MANAGERS, EMPLOYEES, INDEPENDENT CONTRACTORS, REPRESENTATIVES AND AGENTS ARISING OUT OF OR OTHERWISE RELATING TO THESE TERMS WILL NOT EXCEED $100.

YOU SPECIFICALLY ACKNOWLEDGE THAT WE WILL NOT BE LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY, AND THAT THE RISK OF HARM OR DAMAGE FROM THIRD-PARTY CONDUCT RESTS ENTIRELY WITH YOU. IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE THAT WE WILL NOT BE LIABLE FOR ANY CONSEQUENCES OF ACTIONS YOU TAKE OR FAIL TO TAKE IN CONNECTION WITH YOUR BUSINESS OR BASED ON OUR SERVICES, INCLUDING DEATH, PERSONAL INJURY, PROPERTY DAMAGE OR EMOTIONAL DISTRESS, AND THAT THE RISK OF HARM OR DAMAGE FROM SUCH ACTIONS OR INACTIONS RESTS ENTIRELY WITH YOU.

YOU AND WE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO OUR SERVICES MUST COMMENCE WITHIN 1 YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these state laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you. In the event that the foregoing is determined or held to be inapplicable or unenforceable by any court, arbitration panel or other tribunal, then the statute of limitations for the State of Florida, including Chapter 95, Florida Statutes, will apply to any such action, claim, dispute or proceeding referred to final or binding arbitration.

12. Your Indemnification of Us

You covenant and agree to defend, indemnify and hold us and our officers, directors, managers, shareholders, employees, independent contractors, agents and representatives harmless from and against all claims and expenses, including attorneys’ fees, arising out of or attributable to: (i) any breach or violation of these Terms by you or your representatives (including your Users); (ii) your failure to provide accurate, complete and current information requested or required by us; (iii) your access or use of our Services or the content available thereon; (iv) access or use of our Services under any of your Access Credentials; or (v) any personal injury, property damage or emotional distress caused by you.

13. Our Remedies

You acknowledge that we may be irreparably damaged if these Terms are not specifically enforced, and damages at law would be an inadequate remedy. Therefore, in the event of a breach or threatened breach of any provision of these Terms by you, we will be entitled, in addition to all rights and remedies, to an injunction restraining such breach or threatened breach, without being required to show any actual damage or to post an injunction bond, or to a decree for specific performance of the provisions of these Terms. You agree that (notwithstanding Section 14 below) we may bring any action or proceeding with regard to such injunction restraining such breach or threatened breach in the courts of record of Broward County, Florida, or the United States District Court, Southern District of Florida, Fort Lauderdale Division. You consent to personal jurisdiction over you by such court and to the exclusive jurisdiction of such court, and waive any objection to the laying of venue of any such action or proceeding in such court. We may affect service of any court paper on you by mail or in such other manner as may be provided under applicable laws, regulations, rules of procedure or local rules.

14. Legal Disputes

You and we agree that any claim or dispute at law or equity that has arisen or may arise between us relating in any way to or arising out of these Terms or your use of or access of our Services will be resolved in accordance with the provisions set forth in this “Legal Disputes” section. Please read this “Legal Disputes” section carefully. It affects your rights and will have a substantial impact on how claims you and we have against each other are resolved.

Applicable Law. These Terms are governed by and construed in accordance with the internal laws of the State of Florida, without regard to conflicts of law principles. You agree that our Services will be deemed: (i) based solely in the State of Florida; and (ii) a passive service that does not give rise to personal jurisdiction over us and our assigns, either specific or general, in jurisdictions other than the State of Florida. Neither any adoption of the Uniform Computer Information Transactions Act nor the U.N. Convention on the International Sale of Goods applies to these Terms or to the rights or duties of the parties under these Terms.

Agreement to Arbitrate. Any civil action, claim, dispute or proceeding arising out of or relating to this or any previous version of these Terms, your use of or access to our (except for an injunctive action regarding a breach or threatened breach of any provision of these Terms by you as provided in Section 13 above), and specifically including the extent to which any dispute is subject to arbitration pursuant to this Section, will be resolved exclusively through final and binding arbitration, before a single arbitrator, rather than in court.

Arbitration is more informal than a lawsuit in court. There is no judge or jury in arbitration, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. You and we agree that the arbitrator will apply the terms of these Terms as a court would.

The arbitrator, and not any federal, state or local court or agency, will have exclusive authority to resolve any dispute arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, and to arbitrate any part of these Terms, including any claim that all or any part of the this section or these Terms is void or voidable.

The arbitration will be conducted by the American Arbitration Association (the “AAA”) exclusively in Broward County, Florida, under the AAA’s rules and procedures, including the AAA’s Consumer Arbitration Rules (as applicable), as modified by this section. The AAA’s rules are available at www.adr.org. A form for initiating arbitration proceedings is available on the AAA’s site at http://www.adr.org.

You and we will select the arbitrator, and if you and we are unable to reach agreement on selection of the arbitrator within 30 days after the notice of arbitration is served, then the AAA will select the arbitrator. Arbitration will not commence until the party requesting arbitration has deposited U.S. $1,000 with the arbitrator for the arbitrator’s fees and costs. The party requesting arbitration will advance such sums as are required from time to time by the arbitrator to pay the arbitrator’s fees and costs until the prevailing party is determined or the parties have agreed in writing to an alternate allocation of fees and costs.

The arbitrator will decide the substance of all claims exclusively in accordance with the laws of the State of Florida, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator will not be bound by rulings in prior arbitrations involving our other customers but is bound by rulings in prior arbitrations involving the same user to the extent required by applicable law. Judgment on any award rendered by the arbitrator is final, binding and conclusive on you and us and your and our respective administrators, executors, legal representatives, successors and assigns, and may only be entered in the state or federal courts of record for Broward County, Florida.

Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND WE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS PART OF ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND WE AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS. 

THEREFORE, YOU DO NOT HAVE THE OPPORTUNITY TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS AND YOU GIVE UP YOUR RIGHT TO PARTICIPATE IN OR BRING CLASS ACTIONS. BY USING OUR SERVICES, YOU CONSENT TO THESE RESTRICTIONS.

Judicial Forum for Legal Disputes. Unless you and we agree otherwise in writing, in the event that any provision of this section is found not to apply to you or to a particular claim or dispute as a result of a decision by the arbitrator or a court order, any claim or dispute that has arisen or may arise between you and us must be resolved exclusively by a state or federal court located in Broward County, Florida. You and we will submit to the personal jurisdiction of the courts located within Broward County, Florida for the purpose of litigating all such claims or disputes.

15. Miscellaneous

If any provision of these Terms is contrary to, prohibited by or deemed invalid under applicable law, such provision will be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder of these Terms will not be invalidated thereby and will be given full force and effect so far as possible. If any provision of these Terms may be construed in two or more ways, one of which would render the provision invalid or otherwise voidable or unenforceable and another of which would render the provision valid and enforceable, such provision will have the meaning that renders it valid and enforceable.

For purposes of these Terms, the words “include,” “includes” and “including” are deemed to be followed by the words “without limitation”; and the word “or” is not exclusive. The headings contained in these Terms are for convenience of reference only, are not to be considered a part of these Terms and will not limit or otherwise affect in any way the meaning or interpretation of these Terms.

All of your covenants, agreements, representations and warranties made in these Terms, as may be amended by us, from time to time, will survive your acceptance of these Terms and the termination of these Terms.

No failure to exercise, and no delay in exercising, any right or any power set forth in these Terms by us will operate as a waiver of such right or power, nor will any single or partial exercise of any right or power under these Terms by us preclude further exercise of that or any other right or power under these Terms.

We may update, amend or change these Terms at any time, in our sole discretion and without notice. Amendments will take effect immediately upon us posting such updates on our Services. We encourage you to periodically check these Terms for changes, as your continued access and use of our Services following the posting of any changes will automatically be deemed your acceptance of all changes. If you do not agree to any change to these Terms, you must discontinue using our Services. These Terms replace all previous notices or statements with respect to this subject and cannot be modified orally or in writing by any of our associates, representatives or any other third parties.

We may give, assign or transfer our rights or obligations under these Terms to any person or entity at any time with or without your consent. You may not give, assign or transfer your rights or obligations under these Terms to any person or entity without our prior written consent, which may be withheld in our sole discretion. Any attempt to assign your rights or obligations under these Terms without our consent will be void and of no force and effect.

We will not be liable for any changes, delays, failures or problems caused by circumstances or events out of our control, including, without limitation, any changes, delays, failures or problems caused by natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, shortage of transportation facilities, fuel, energy, labor or materials, pandemics, epidemics, government actions or orders, and other similar events.

You and we are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms.

These Terms (together, with any documents they expressly incorporate by reference, including our Privacy Policy) represent the entire understanding and agreement between you and us regarding the subject matter of these Terms, and supersede all other previous agreements, understandings or representations regarding these Terms.

If you have questions, comments, concerns or feedback regarding these Terms or our Services, please contact us via email at: Info@Traq365.com.