IMPORTANT – READ CAREFULLY: YOUR USE OF EXPIRETRACK AND ITS SERVICES IS CONDITIONED UPON YOUR COMPLIANCE AND ACCEPTANCE OF THESE TERMS.
1. DESCRIPTION OF SERVICES; STATEMENT OF INTENDED USE
The Services include, but are not limited to, a web-based database and tracking application. Together, these Services are referred to herein as an "eXpireTrack Account". The representatives of the Subscribing Organization who have created a username and password within the eXpireTrack Account will be "Users". The Services, all information, products and services contained or described in the Services may be accessed and used solely by the Subscribing Organization and its Users, solely for purposes of collecting, tracking, storing, managing, and communicating information for their own use. eXpireTrack may at any time terminate the Services or any feature of the Services, or the Subscribing Organization's or its Users' access to the Services as provided in Sections 4 and 5 hereof. All changes to the Services will be subject to these Terms.
2. REGISTRATION; BILLING INFORMATION; ACCOUNT ADMINISTRATOR
To establish an eXpireTrack Account, the Subscribing Organization must complete the Account registration process. The Subscribing Organization must provide accurate and complete information upon Account registration (the "Registration Information"), as well as accurate and complete billing information on the billing form ("Billing Information"), and promptly update the Registration and Billing Information so that it is always accurate and complete. The person who completes the Account registration is the initial "Account Administrator" for the Account, and exercises certain options to initially determine the level of privacy and security for the Account. For example, s/he will determine who can be a User of the Account and the level of privileges that Users will possess. Each Account Administrator may designate other Users as additional and/or successor Account Administrators, and is responsible for confirming that such person(s) accept such responsibility. Upon becoming a account administrator, each person will be deemed to agree to the obligations of a Account Administrator hereunder. All notices from eXpireTrack to the Subscribing Organization will be given to the current Account Administrator(s) at the e-mail address(es) appearing on the Account, as appropriate. In addition, all notices and information sent by eXpireTrack to Users will be sent to their individual addresses. In its sole discretion, eXpireTrack will determine the timing, nature, and content of all communications with Account Administrators, Billing Contacts and Users.
3. PASSWORD; SECURITY
eXpireTrack, in its sole discretion, may terminate, cancel, suspend, limit, discontinue, and/or deactivate (temporarily or permanently) all or any part of the Services, any password, Account Name, registration, any part or all of the Account, and/or the Subscribing Organization's and/or its Users' access to and use of any part or all of their stored data and information (collectively, "Application Information"), Registration Information, Account Information, the Services and/or the Account, and/or their rights under these Terms (all of the foregoing rights and actions to "Terminate" or a "Termination"), all at any time, including without limitation if (a) eXpireTrack believes that the Subscribing Organization or a User has violated or is threatening to violate these Terms or other policy of eXpireTrack, its Third Party Providers or applicable law, has misused or is threatening to misuse the Services, or has conducted or is threatening to conduct any fraudulent, abusive, or illegal activity, (b) eXpireTrack believes that the Subscribing Organization or any of its Users has accessed or is to attempting to access any part of the Services or Content, or the Account, or Registration Account or Application Information of any other Subscribing Organization or User, (c) the Subscribing Organization assigns its rights to the Account or the Account Name, (d) eXpireTrack discontinues the Services or any part thereof for any reason, (e) the subscribing Organization or a User makes excessive use of bandwidth, or transmits excessive numbers of e-mails, notices or other transmissions inconsistent with the number of users registered and using the Service in the sole discretion of eXpireTrack. eXpireTrack reserves the right to investigate the validity of any complaint presented to it which alleges that any account has been used to conduct fraudulent, abusive or illegal activity, or has been used in any way which violates these Terms. Such investigations may include logging on to the account and/or reviewing any data or information contained therein. eXpireTrack will not, however, provide any such information to any third party unless required by law or court order. A Termination described in Section 4(a), (b), (c), or (d) may be made with or without notice and will be effective immediately. In the event of Termination, eXpireTrack may remove and/or permanently delete from its servers all of the Subscribing Organization's and its Users' Account Information, Registration Information and Application Information and/or all backup copies thereof, without further notice and without any liability of eXpireTrack to the Subscribing Organization, its Users or any third party. Notwithstanding anything in these Terms to the contrary, if eXpireTrack reasonably believes that the Subscribing Organization or any of its Users has violated or is threatening to violate applicable law or the provisions of Section 4(b) or has conducted or is threatening to conduct any fraudulent, abusive, or illegal activity, eXpireTrack may, without any notice, refer the Subscribing Organization and/or its Users to appropriate law enforcement agencies, and/or immediately remove and/or permanently delete the Account Information, Registration Information and/or Application Information as otherwise provided herein. If a Subscribing Organization or its Users are the subject of a Termination described in this Section 4, they may not re-register for or continue to use the Services in any manner or for any reason. If the Subscribing Organization wishes to terminate its Account and use of the Services, it must notify eXpireTrack by sending an email to firstname.lastname@example.org.
5. ACCESS TO SERVICES; SUPPORT; THIRD PARTY PROVIDERS; RIGHTS
To use the Services, the Subscribing Organization and its Users must obtain and pay any fees for access to the World Wide Web and provide all equipment necessary to make such connection, including a computer and modem or other access device. The Subscribing Organization and its Users may access the Services and the Account only by means of the interface provided by eXpireTrack. Although the Services and Account are generally accessible worldwide, access may not be available to all persons or in all locations. eXpireTrack reserves the right to limit access to the Account or the Services by any Subscribing Organization, User, or person, or from any location. The Services contain links to other World Wide Web accounts of eXpireTrack's partners, affiliates, and providers of content or services to eXpireTrack in delivering the Services or to its Subscribing Organizations as part of the Services (collectively, "Third Party Providers") and to other resources and accounts (all such accounts collectively, "Linked Accounts"). Such links are provided for the convenience of the Subscribing Organization and its Users only, and are not reviewed, monitored or controlled by eXpireTrack. eXpireTrack does not endorse, is not responsible for and makes no representation or warranty concerning the reliability or availability of these Linked Accounts or Third Party Providers or the accuracy, reliability, completeness or authenticity of their contents, advertising or products, and is not responsible for any transmission received from any Linked Account. Use of Linked Accounts is subject to the privacy policies, terms of service and other conditions applicable to such Accounts. All linking to Linked Accounts is at the sole risk of the Subscribing Organization and its Users. Any concerns regarding any Linked Account or its content, products or services should be directed to the administrator or webmaster of such Linked Account.
All fees are payable in US dollars unless invoiced or charged by eXpireTrack in another currency, in which case the fees must be paid in the currency invoiced. All transmission fees, currency translation fees, wire and bank fees chargeable by or deducted from remittances by any bank, including the transmitting, intermediary or recipient bank are the responsibility of the remitting party (Subscribing Organization). Merchant fees charged by Credit Card Companies and by PayPal assessed to eXpireTrack, will be absorbed by eXpireTrack and are expressly not the responsibility of the remitting party (Subscribing Organization).
The obligation to pay fees rests with the Subscribing Organization. An Account Administrator may however elect to furnish a personal credit card for the purpose of paying account fees in which case the furnishing of such information is considered his/her authorization for eXpireTrack to use the card for any and payments related to the account. The billing information may be changed by any Account Administrator directly through the account. The Services are provided on a subscription basis. Subscribing Organizations and its Users agree that should subscription charges not be paid in a timely manner, eXpireTrack may, in its sole discretion, discontinue service until such time as the payments are brought current. Subscribing Organizations and its Users further agree that should payment for the Services be made to a third party in connection with its offering of our service, and said third party fails to make payments to eXpireTrack, eXpireTrack may, in its sole discretion, discontinue service until such time as the payments are brought current. The Monthly Subscription Fees are charged in accordance with eXpireTrack's published prices at the time of initial subscription to the service. eXpireTrack billing is based on billing each account at the end of each calendar month for the month just ended. Billing will begin starting with the last day of the calendar month in which the Account is created. Fees will be assessed for each User that exists at the end of the month, whether or not they accessed the Account during that month, in addition to Users that log into eXpireTrack at least once during the month and are then deleted before the end of the month. It is the responsibility of the Account Administrator(s) to monitor and update their account usership. eXpireTrack will not be responsible for deleting account user records. Subscription fees are billable to the person designated by the Subscribing Organization under the Billing page, which may be accessed and updated only by a Account Administrator. It is the Subscribing Organization's responsibility to ensure that the billing contact information is complete and accurate at all times. Only an Account Administrator may cancel an account subscription. Cancellation may be made at any time by any Account Administrator through an e-mail instruction from Account Administrator's e-mail account as contained on the Account. Cancellation requests must be addressed to email@example.com. Upon receipt of a valid cancellation request, eXpireTrack may deactivate the Account at any time. Unless and until a cancellation request is received by eXpireTrack, the User agrees that eXpireTrack may automatically invoice or charge the credit card on file for the full amount of each preceding month's subscription, or in the case of an annual subscription, for each succeeding year. eXpireTrack reserves the right to increase the fees it charges for access by the Subscribing Organization and its Users, provided, however, that eXpireTrack will provide no less than thirty (30) days advance notice to existing Users of its intention to do so. Fees for other services offered by eXpireTrack, including but not limited to extra disk storage, e-mail storage and SSL security are also charged in accordance with the prices in effect at the time of purchase or renewal.
7. THIRD PARTY (PARTNER) ACCOUNTS
8. STORAGE AND FILE DOWNLOAD/BANDWIDTH LIMITATIONS
Storage space for the Subscribing Organization is currently provided in accordance with the eXpireTrack price list in effect from time to time, and it may be impossible to store some data or information at the Account due to space constraints. The Subscribing Organization agrees that eXpireTrack is not responsible or liable for any insufficient storage capacity or the deletion or failure to store data or information. eXpireTrack reserves the right to limit the file download and/or bandwidth capacity of any or all accounts, in its sole discretion, if it deems such limitation to be in the best interests of the operating performance across all accounts. In addition, eXpireTrack reserves the right on a daily basis to limit the number of e-mails transmitted from its servers for any individual account or group of related accounts, in its sole discretion.
eXpireTrack respects the privacy of its Subscribing Organizations and Users. Please read our Privacy Statement at http://www.expiretrack.com/privacy, which forms part of these Terms.
10. SUBSCRIBING ORGANIZATION'S AND USERS' RESPONSIBILITIES
All Account Information, Registration Information, Application Information and other information stored, publicly posted or privately transmitted through the Services by the Subscribing Organization or its Users, the confidentiality and privacy of all of the same and of the Account, and all uses of the Services and the Account by the Subscribing Organization and its Users are their sole responsibility. Without limitation, the Subscribing Organization and its Account Administrator(s) are responsible for monitoring the contents, use of and access to the Account and all such Information, and use of and access thereto by Users who are minors. Without limitation, the Subscribing Organization agrees that it and its Users will use the Services and the Account only in accordance with these Terms, and will not use them to: a. upload, store, post, link to, email or otherwise transmit, distribute, publish or disseminate any Account Information, Content or other information (i) that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, objectionable or libelous, or promotes such activity; (ii) that (or the transmission, distribution, publication or dissemination of which) infringes any patent, trademark, trade secret, copyright, or other rights or proprietary rights of any party, violates any contractual or fiduciary relationships (such as inside, proprietary or confidential information); (iii) that is harmful to minors; or (iv) that contains software viruses, trojan horses, worms, time bombs, cancelbots or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or circumvent any "copy-protect" devices, any other harmful or disruptive program, or any warez, cracks, hacks, associated utilities or other piracy related information; b. provide inaccurate, incomplete, outdated or misleading Registration Information or e-mail addresses, create a false identity or manipulate identifiers to mislead or to disguise the origin of any information stored on the Account or transmitted through the Services, or impersonate or otherwise misrepresent any affiliation with any person or entity; c. modify, use, download, publish, upload, post, transmit, transfer, sell, reproduce, create new or derivative works from, license, distribute, perform, display, broadcast, exploit or otherwise copy any portion of the Services, Account Name, or any Content, or any products or other services (including software) obtained there from, or permit access to the same by any unauthorized person or entity; d. interfere with or disrupt any links or click-through URLs provided through the Services, or servers or networks connected to the Services, or violate the regulations, policies or procedures of such servers or networks, or interfere with another Subscribing Organization's or User's use and enjoyment of the Services; e. attempt to gain unauthorized access to the Services, Content, other Accounts, Registration Information, Account Information or Personal Information, or other computer systems, servers or networks connected to the Services; or f. violate (intentionally or unintentionally ) any applicable local, state, national or international law or regulation, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any securities exchange of any jurisdiction, laws regarding the transmission through the Services of technical data or software exported from the United States and/or the country(ies) in which the Subscribing Organizations and/or its Users reside, and laws and regulations regarding online conduct and acceptable content of the Subscribing Organization's and its Users' transmissions, Account and Account Information.
11. ANTI-SPAM POLICY
eXpireTrack regularly backs up Account Information and Application Information stored in the Account, and stores the same for a limited time. Subject to the limitations set forth in Sections 4 and 5 hereof, upon the Subscribing Organization's request and payment of the then-current fee, we will make reasonable efforts to restore Application Information. eXpireTrack will have no liability for any failure to back up or restore such Application Information, or for interruptions, delay or suspension of access to or unavailability of Account, Registration or Application Information, or any loss of such Information, data or transmissions.
13. WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY
WARRANTY DISCLAIMER. YOU UNDERSTAND AND AGREE THAT THE SERVICES, AND ANY ASSOCIATED SOFTWARE, ARE PROVIDED "AS IS" AND "AS AVAILABLE". EXPIRETRACK EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. EXPIRETRACK MAKES NO WARRANTY OR REPRESENTATION REGARDING THE SERVICES, ANY INFORMATION, MATERIALS, GOODS OR SERVICES OBTAINED THROUGH THE SERVICES, THE ACCOUNT, OR THAT THE SERVICES WILL MEET ANY SUBSCRIBING ORGANIZATION OR USER REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE SERVICES AND THE ACCOUNT ARE AT THE SUBSCRIBING ORGANIZATION'S AND/OR USER'S SOLE RISK. THE SUBSCRIBING ORGANIZATION AND ITS USERS WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO THE SUBSCRIBING ORGANIZATION, THE USER, THE ACCOUNT, AND ANY LINKED ACCOUNTS RESULTING FROM THE USE OF SUCH SERVICES OR WEBSITE. Because some states and jurisdictions do not allow limitations on implied warranties, the above limitation may not apply to either the Subscribing Organization or the User. In that event, such warranties are limited to the minimum warranty scope and period allowed by applicable law.
Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL eXpireTrack, ITS PARENTS, SUBSIDIARIES, OFFICERS, EMPLOYEES, SPONSORS, PARTNERS, SUPPLIERS OR AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, PROCUREMENT OF SUBSTITUTE GOODS AND/OR SERVICES, OR ANY OTHER PECUNIARY LOSS) INCLUDING BUT NOT LIMITED TO CLAIMS ARISING OUT OF, OR RESULTING FROM THE USE OF OR INABILITY TO USE THE SERVICES, THE ACCOUNT, OR ASSOCIATED SOFTWARE, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF EXPIRETRACK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, EXPIRETRACK'S MAXIMUM CUMULATIVE LIABILITY AND THE SUBSCRIBING ORGANIZATION'S AND ITS USERS' EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY THE SUBSCRIBING ORGANIZATION FOR THE SUBSCRIPTION SERVICES (EXCLUDING ANY PER USE OR PROFESSIONAL SERVICE FEES) IN THE PREVIOUS 12 MONTHS EVEN IF ANY REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. Because some states and jurisdictions do not allow limitation of liability in certain instances, portions of the above limitation may not apply to either the Subscribing Organization or its Users.
The Subscribing Organization and its Users agree, to the extent allowed under federal law, to indemnify and hold eXpireTrack, or its parents, subsidiaries, affiliates, officers, employees, sponsors and partners harmless from any claim, loss, cost, expense, demand, or damage, including reasonable attorneys' fees, arising directly or indirectly out of (a) the Subscribing Organization's or its Users' use of or connection to the Services, this Website, the Account, or the Materials, (b) Account Information or other information transmitted or stored by the Subscribing Organization or its Users through or on the Account or the Services, (c) activities in connection therewith, or (d) the Subscribing Organization's or its Users' breach of this Agreement or violation of the rights of any other party.
15. PROPRIETARY RIGHTS
The Services, this Website, and all Content, and all trademarks, including but not limited to all material distributed or presented to the Subscribing Organization or its Users through the Services by eXpireTrack or its Third Party Providers or on the Linked Accounts, and all rights and intellectual property rights therein, are the sole property of eXpireTrack, or its Third Party Providers, and are protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Any comments, suggestions or ideas or other information submitted to eXpireTrack through this Website, in writing, by e-mail or otherwise to eXpireTrack will be the property of eXpireTrack and eXpireTrack will have all rights therein without any obligation to compensate the Subscribing Organization or its Users. All Account Information will remain the sole property of the Subscribing Organization, its Users or any party with rights therein. Any rights not expressly granted herein are reserved.
All materials published by eXpireTrack and its Third Party Providers, including but not limited to text, graphics, names, logos, service marks and trademarks, and information contained on any Linked Accounts (collectively, the "Content") are the property of or controlled by eXpireTrack or the party credited as the provider of the Content.
The Subscribing Organization and its Users will respect all proprietary rights of eXpireTrack and its Third Party Providers in and to the Content, Account Name, Services, and Account, any products or other services obtained there from.
a. Assignment. Neither party may assign or delegate their respective obligations under this Agreement either in whole or in part, without the prior written consent of the other party. Notwithstanding the foregoing, either party may assign their rights and obligations under this Agreement as the result of a merger, consolidation, acquisition or the sale of all or substantially all of the assets of the assigning party and eXpireTrack may assign its rights and delegate its obligations in whole or in part to an affiliate, provided that either party may terminate this agreement upon 10 days notice, if the assignee can be reasonably considered a competitor of the non-assigning party. b. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the United States and the State of California as applied to agreements entered into and to be performed entirely within California between California residents. The parties hereby submit to the jurisdiction of, and waive any venue objections against state and federal courts in Los Angeles County, California in any litigation arising out of the Agreement. c. Interpretation and Conflicting Terms. This Agreement will be interpreted fairly in accordance with its terms and without any strict construction in favor of or against either party. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. eXpireTrack shall not be bound by terms additional to or different from those in this Agreement that appear in Your acknowledgements, purchase orders, quotations, prior understandings, or in any other communications between the parties, unless such terms are expressly agreed to by amendment to this Agreement, and are executed by both You and eXpireTrack. d. Force Majeure. Except for Your obligation to pay for the Services rendered, neither party will be responsible for failure of performance due to causes beyond its control. Such causes include (without limitation) accidents, acts of God, labor disputes, actions of any government agency, shortage of materials, acts of terrorism, or the stability or availability of the Internet or a portion thereof. e. Waivers. The waiver of any one breach, default or right granted under this Agreement will not constitute the waiver of any subsequent breach, default or right granted. Any provision of this Agreement held to be illegal or unenforceable will be deemed amended to conform to applicable laws or regulations, or if it cannot be so amended without materially altering the intention of the parties, it will be stricken and the remainder of this Agreement will continue in full force and effect. f. Use of the Services. You may use the Services only for sessions or meetings in which You are an active participant, and as permitted under the terms and conditions of this Agreement or other written agreements between You and eXpireTrack. You may not resell, distribute, use on a timeshare or service bureau basis, or otherwise directly generate income from the Services. You will not modify, make derivative works of, disassemble, decompile or reverse engineer the Account, Services or any component thereof. g. U.S. Export Law. You acknowledge that the Services are subject to U.S. export control laws and regulations. You represent that you are not a citizen of an embargoed country or prohibited end user under applicable U.S. export and anti-terrorism laws, regulations and lists. You will not use, export or allow a third party to use or export the Services in any manner that would violate applicable law, including but not limited to applicable export control laws and regulations.
17. REPRESENTATIONS OF SUBSCRIBING ORGANIZATION
By registering and accepting these Terms, the initial Account Administrator on behalf of the Subscribing Organization and all its Users, and each User on its individual behalf, hereby represents and warrants to eXpireTrack that: a. s/he is the duly authorized Account Administrator or User of the Subscribing Organization and has the authority and legal capacity to register and accept these Terms on behalf of the Subscribing Organization and to bind the Subscribing Organization thereto, and/or to register and accept the same on his/her own behalf and to be bound thereby; b. all Users are at least 18 years of age, or are at least thirteen (13) years of age and have parental permission to establish a Account and/or use and access the Services; c. (i) the Subscribing Organization and its Users are eligible to establish a Account and to become Users, (ii) the Subscribing Organization and its Users accept and agree to be bound by these Terms, and the Subscribing Organization will take all steps necessary to ensure that its Users so accept and are bound by the same, without limitation or qualification, and (iii) the Subscribing Organization and Users will regularly review these Terms, and in the event of any change, the Subscribing Organization's or User's failure to promptly discontinue use of the Services and Account as provided in Section 4 hereof will be deemed to indicate the agreement of the Subscribing Organization, on its own behalf and on behalf of its Users, and of its Users to accept and be bound by such changes.
18. NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to eXpireTrack, 13674 Valley Blvd., City of Industry, CA 91746 (USA); (626) 961-8067; email: firstname.lastname@example.org
19. COPYRIGHT AND TRADEMARK INFORMATION
All trademarks, service marks and logos used in this Website are the property of their respective owners. All contents of this Website are the property of eXpireTrack Copyright © 2007-2008 eXpireTrack All Rights Reserved.