PAYMENT OBLIGATIONS:

1. An invoice for the Access Fee will be issued each month starting one month from the date You added Your credit card to Your Track Revenue account. All invoices will include the Access Fee for the preceding period one month of use. Track Revenue will continue invoicing You monthly until this Agreement is terminated.
2. All invoices will be sent to You, or to a Billing Contact whose details are provided by You, by email. You must pay or arrange payment of all amounts specified in any invoice by the due date for payment and are payable within 10 days of the invoice date. You are responsible for payment of all taxes and duties in addition to the Access Fee.

PREFERENTIAL PRICING OR DISCOUNTS:

1. You may from time to time to any other rights that Track Revenue may have under these Terms or at law, Track Revenue reserves the right to render invoices for the full (non-discounted) Access Fees due or suspend or terminate Your use of the Service in respect of any or all of Your Accounts in the event that any invoices for those Access Fees are not paid in full by the due date for payment.

GENERAL OBLIGATIONS:

1. You must only use the Service and Website for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by Track Revenue or condition posted on the Website. You may use the Service and Website on behalf of others or in order to provide services to others but if You do so you must ensure that You are authorized to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.
2. As a condition of these Terms, when accessing and using the Services, You must:
   • not attempt to undermine the security or integrity of Track Revenue’s computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks;
   • not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
   • not attempt to gain unauthorized access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
   • not transmit, or input into the Website, any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
   • not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.

USAGE LIMITATIONS:

1. Use of the Service may be subject to limitations, including but not limited to monthly transaction volumes You are permitted to make against Track Revenue’s application programming interface. Any such limitations will be advised.
2. Based on Your subscription plan, there may be limitations to the click volume allowed per month. Over-usage of the allotted monthly click volume may result in overage fees to be charged to Subscriber. You agree to pay such overage fees. If Subscriber should incur overage fees, the Subscriber may, at the complete discretion of Track Revenue, be offered to upgrade the subscription plan with a higher allowed click volume to cover the click volume overage.

COMMUNICATION CONDITIONS:

1. As a condition of these Terms, if You use any communication tools available through the Website (such as any forum, chat room or message center), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software, content that may be offensive to any other users of the Services or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).
2. When You make any communication on the Website, You represent that You are permitted to make such communication. Track Revenue is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Services. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website. However, Track Revenue does reserve the right to remove any communication at any time in its sole discretion.

CONFIDENTIALITY:

Unless the relevant party has the prior written consent of the other or unless required to do so by law:

Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.

Each party’s obligations under this clause will survive termination of these Terms.

These clauses shall not apply to any information which:

1. is or becomes public knowledge other than by a breach of this clause;
2. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
3. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
4. is independently developed without access to the Confidential Information.

PRIVACY:

Track Revenue maintains a privacy policy that sets out the parties’ obligations in respect of personal information. You should read that policy at the below PRIVACY POLICY and You will be taken to have accepted that policy when You accept these Terms.

General:
Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of Track Revenue (or its licensors).

Ownership of Data:
Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the Track Revenue Access Fee when due. You grant Track Revenue a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You.

Backup of Data:
You must maintain copies of all Data inputted into the Service. Track Revenue adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. Track Revenue expressly excludes liability for any loss of Data no matter how caused.

Third-party applications and your data:
If You enable third-party applications for use in conjunction with the Services, You acknowledge that Track Revenue may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Services. Track Revenue shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.

Authority:
You warrant that where You have the authority to agree to these Terms as you registered to use the Service, or if you have registered on behalf of another person that You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.

Acknowledgement:
You acknowledge that You are authorized to use the Services and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person you have authorized to use the Service. You are also authorized to access the processed information and Data that is made available to You through Your use of the Website and the Services (whether that information and Data is Your own or that of anyone else).

Track Revenue has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:

1. You are responsible for ensuring that You have the right to do so;
2. You are responsible for authorizing any person who is given access to information or Data, and you agree that Track Revenue has no obligation to provide any person access to such information or Data without Your authorization and may refer any requests for information to You to address; and
3. You will indemnify Track Revenue against any claims or loss relating to:
   • Track Revenue’s refusal to provide any person access to Your information or Data in accordance with these Terms,
   • Track Revenue’s making available information or Data to any person with Your authorization.

The provision of, access to, and use of, the Services is on an “as is ” basis and at Your own risk.

Track Revenue does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. Track Revenue is not in any way responsible for any such interference or prevention of Your access or use of the Services.

It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.

It is Your responsibility to check that storage of and access to your Data via the Software and the Website will comply with laws applicable to you (including any laws requiring you to retain records).

No warranties:
Track Revenue gives no warranty about the Services. Without limiting the foregoing, Track Revenue does not warrant that the Services will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.

Consumer guarantees:
You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.

Limitation of Liability:
To the maximum extent permitted by law, Track Revenue excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.

TRIAL POLICY

When You first sign up for access to the Services You can evaluate the Services under the defined trial usage conditions, with no obligation to continue to use the Services. If You choose to continue using the Services thereafter, You will be billed from the day You first added Your billing details into the Services. If You choose not to continue using the Services, You may delete Your account.

PREPAID SUBSCRIPTIONS

Track Revenue will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription.

NO-FAULT TERMINATION

These Terms will continue for the period covered by the Access Fee paid or payable. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee when due, unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of the relevant payment period. If You terminate these Terms You shall be liable to pay all relevant Access Fees on a pro-rata basis for each day of the then current period up to and including the day of termination of these Terms.

BREACH

If You:

1. breach any of these Terms (including, without limitation, by non-payment of any Access Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
2. breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) or any payment of Access Fees that are more than 30 days overdue); or
3. You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction.

Track Revenue may take any or all of the following actions, at its sole discretion:

1. Terminate this Agreement and Your use of the Services and the Website;
2. Suspend for any definite or indefinite period of time, Your use of the Services and the Website;
3. Suspend or terminate access to all or any Data.

ACCRUED RIGHTS

Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:

1. remain liable for any accrued charges and amounts which become due for payment before or after termination; and
2. immediately cease to use the Services and the Website.

Entire agreement:
These Terms, together with the Track Revenue Privacy Policy and the terms of any other notices or instructions given to You under these Terms of Use, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and Track Revenue relating to the Services and the other matters dealt with in these Terms.

Waiver:
If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

Delays:
Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.

No Assignment:
You may not assign or transfer any rights to any other person without Track Revenue’s prior written consent.

Governing law and jurisdiction:
You accept these terms that the State of California law govern this Agreement and You submit to the exclusive jurisdiction of the state courts of San Francisco County, California or federal court for the Northern District of California for all disputes arising out of or in connection with this Agreement.

Severability:
If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.

Notices:
Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Track Revenue must be sent to finance@trackrevenue.com or to any other email address notified by email to You by Track Revenue. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.

Rights of Third Parties:
A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.