These Terms govern Your use of any Filtertrak service offerings or features, including free services, the Filtertrak websites, any downloadable client software which is provided solely for the purpose of accessing the Services (a "Client"), and any updates and written documentation (together with the Client, the "Services"). Your continued use of the Services following modification to the Services or these Terms, constitutes Your agreement to be bound by the application of the Terms to the modified Services or the modified Terms.
To access and use the Services, You must create a Filtertrak account that is protected by a username and password (Your "Account"). You agree to provide Filtertrak with accurate and complete information when You register for an Account. You agree to keep Your password and other Account details secret, and not share them with anyone else, in order to prevent unauthorized access to Your Account. If Your contact information or other Account information changes, You must update Your Account details promptly. After You create an Account, You may upload, download and access content and materials (Your "User Data") for which You have a legal right to copy, publish, share, store, or otherwise use.
If You obtained access to the Services through a legal entity such as Your business, or through an Filtertrak authorized reseller, You acknowledge and agree that other users may have been designated to access, control or manage Your Account and Your User Data. You, not Filtertrak, are solely responsible for Your Account and User Data. Filtertrak is not liable for any loss or damage arising from any access to, sharing or use of, Your Account and User Data. If You believe there has been unauthorized access to Your Account or Your User Data, You must notify privacy@Filtertrak.direct immediately.
Your subscription to the Services will begin on the earliest of (1) the day and time You click the "I AGREE" button, or (2) when You first use the Services.
Beta Services. Filtertrak may designate certain enhancements and new releases of the Filtertrak Services as "Beta Services." Beta Services are not intended for use in a production environment. You acknowledge and agree that (1) Beta Services are experimental in nature, have not been fully tested and may be discontinued at any time, (2) Beta Services may not meet Your requirements or perform as intended, (3) use of Beta Services may not be uninterrupted, error free or free of faults, (4) Your use of Beta Services are for the sole purpose of evaluating and testing the service and providing feedback to Filtertrak, and (5) You shall inform Your employees and other users regarding the nature of Beta Services. By using Beta Services You acknowledge the above conditions and expectations of performance and reliability. Your use of Beta Services is and shall be subject to these Terms.
Compliance with Law. You are solely responsible for ensuring that Your use of the Services is in compliance with all applicable federal, state and local laws, foreign laws, rules and regulations. The Services provide for the uploading and downloading of User Data, and the accessing, hosting, storing, sharing and/or publishing of such User Data. You shall be solely responsible for Your User Data. Filtertrak does not endorse and has no control over the content of User Data submitted by other users. Filtertrak assumes no responsibility whatsoever in connection with or arising from User Data or for actively monitoring User Data for inappropriate or illegal content. In addition, the Services may use data received or obtained from Your device to determine Your location ("Location Data"). By using the Services, You hereby consent and permit Filtertrak to use Location Data in order to provide the Services to You. Filtertrak does not make any representation, warranty or guarantee of accuracy, completeness or timeliness with respect to any Location Data.
It is Your responsibility to use the Services in accordance with these Terms of Service. You shall defend, indemnify and hold Filtertrak, its officers, directors, shareholders, affiliates, suppliers and licensors, harmless from and against any and all damages, fines, penalties, assessments, liabilities, losses, costs and expenses (including attorneys' fees, expert fees and out-of-pocket expenses) in connection with Your use of the Services, Your violation of these Terms, any violation of the rights of any other person or entity by You, including any intellectual property rights, any misuse or fraudulent use of credit and debit cards, any claims that the Services or any party thereof were exported or otherwise shipped or transported by You in violation of applicable laws, rules and regulations, or any claim of misuse of the Services, including but not limited to, any claim that Your use of the Services, Your User Data, or Location Data is illegal.
Your Conduct. Filtertrak may, immediately and without notice to You, terminate Your access to and use of the Services, including if You (1) harm, disrupt or otherwise engage in activity that diminishes the Filtertrak brand, Services, computer system or network, (2) misrepresent Your identity, impersonate any person or attempt to gain access to or illegally track any Account, computers or networks related to the Services, without authorization, (3) use or manipulate a Service in any manner not specified by Filtertrak, (4) use the Services in a manner that results in excessive bandwidth usage, as determined by Filtertrak, (5) use the Services for any illegal purpose, or to store, backup or distribute any illegal or unauthorized files or data, (6) use the Services to store, backup or distribute material protected by intellectual property rights of a third-party unless You own or have appropriate rights to such material, (7) use the Services to store, backup or distribute material that contains viruses, Trojan horses, worms, corrupted files or any other similar software that may damage the operation of the Services or another person's Device, data or property, (8) directly or indirectly reverse engineer, decompile, disassemble, modify, reproduce or create derivative works of the Services, (9) alter or modify any disabling mechanism which may be included in the Services, (10) assign, sublicense, rent, timeshare, loan, lease or otherwise transfer the Services, or (11) remove or alter any proprietary notices (e.g., copyright, trademark notices, legends, etc.) from the Services.
Any right to use our services is licensed to You for the sole purpose of accessing the Services. The Services may automatically update the Client installed on Your computer, tablet, smartphone or any other electronic device (each, a "Device") when a new version is available. While You have an active Account, Filtertrak grants You a revocable, limited, non-transferable, non-exclusive license to access the Filtertrak website and use Services for Your personal or internal business purposes only. You may use the Services only in accordance with the then-current documentation and customer support available at Filtertrak.direct, or as specified in other documentation provided by Filtertrak or an authorized reseller. The Services may contain, or Filtertrak may provide to You, third-party hardware, products, software or programming, or You may obtain third-party hardware, products, software or programming from third parties directly (the "Third-Party Components"), and You acknowledge that license terms accompanying such Third-Party Components will govern their use. Except for the limited license granted herein, You acknowledge that Filtertrak or third parties own all right, title and interest in and to the Services, all copies thereof and all proprietary rights therein, including copyrights, patents, trademarks, logos, domain names or other brand features of Filtertrak. You may provide feedback to Filtertrak with respect to the Services and Filtertrak may use feedback for any purpose without obligation of any kind. To the extent a license is required under Your intellectual property rights to make use of the feedback, You hereby grant Filtertrak an irrevocable, non-exclusive, perpetual, royalty-free license to use the feedback in connection with Filtertrak's business, including enhancement of the Services.
Filtertrak may discontinue, suspend or modify the Services, any feature included in the Services, or the availability of the Services on any particular Device at any time and without notice to You. If any third-party makes an intellectual property infringement claim relating to the Services, Filtertrak reserves the right to immediately terminate Your subscription. While not obligated to do so, Filtertrak will endeavor to communicate any such actions to You by providing electronic notice to You or by posting relevant information to the Filtertrak website.
DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
YOUR INSTALLATION, USE AND ACCESS OF THE SERVICES IS AT YOUR SOLE DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR DEVICE, SOFTWARE AND THE LOSS OF YOUR USER DATA THAT RESULTS FROM THE USE THEREOF. YOU AGREE TO DOWNLOAD AS A PDF FILE ALL DOCUMENTS ON OUR SERVICE AND STORE THEM SECURELY ON YOUR OWN SERVER WITH APPROPRIATE BACKUP PROTOCOL BACKED-UP.
THE SERVICES MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. YOU ACKNOWLEDGE AND AGREE THAT Filtertrak DOES NOT OPERATE OR CONTROL THE INTERNET AND THAT (1) VIRUSES, WORMS, TROJAN HORSES AND OTHER UNDESIRABLE DATA OR SOFTWARE, OR (2) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE YOUR USER DATA, WEBSITES, DEVICES AND NETWORKS. Filtertrak IS NOT RESPONSIBLE FOR SUCH ACTIVITIES. YOU ARE SOLELY RESPONSIBLE FOR THE SECURITY AND INTEGRITY OF YOUR ACCOUNT, YOUR USER DATA AND YOUR DEVICES. YOU ACKNOWLEDGE AND AGREE THAT Filtertrak SHALL HAVE NO LIABILITY ASSOCIATED WITH OR ARISING FROM YOUR FAILURE TO MAINTAIN ACCURATE CONTACT OR OTHER INFORMATION, INCLUDING, BUT NOT LIMITED TO, YOUR FAILURE TO RECEIVE CRITICAL INFORMATION ABOUT THE SERVICES. THE SERVICES AND THIRD-PARTY COMPONENTS ARE PROVIDED "AS IS," "WHERE IS," "AS AVAILABLE," "WITH ALL FAULTS" AND, TO THE FULLEST EXTENT PERMITTED BY LAW, WITHOUT WARRANTY OF ANY KIND. Filtertrak DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICES AND THIRD-PARTY COMPONENTS, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE, AND ANY WARRANTIES REGARDING QUIET ENJOYMENT, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE SERVICES. Filtertrak DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED, OR THAT ENCRYPTION ALGORITHMS, ASSOCIATED KEYS AND OTHER SECURITY MEASURES WILL BE SECURE OR EFFECTIVE. YOU UNDERSTAND AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY Filtertrak SHALL CREATE ANY ADDITIONAL Filtertrak WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF Filtertrak's OBLIGATIONS HEREUNDER. TO THE MAXIMUM EXTENT PERMITTED IN NO EVENT SHALL Filtertrak BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY COST TO PROCURE SUBSTITUTE SERVICES OR USER DATA, OR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR ANY OTHER DAMAGES, INCLUDING DAMAGES FOR PERSONAL INJURY, LOST PROFITS, LOSS OF DATA, LOSS OF USER DATA OR BUSINESS INTERRUPTION, ARISING OUT OF YOUR USE OR INABILITY TO USE THE SERVICES, EVEN IF Filtertrak HAS BEEN ADVISED ABOUT THE POSSIBILITY OF SUCH DAMAGES (WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE). IN ANY CASE AND WITHOUT LIMITING THE FOREGOING, THE ENTIRE LIABILITY OF Filtertrak FOR ALL DAMAGES OF EVERY KIND AND TYPE (WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) SHALL BE LIMITED TO THE SUBSCRIPTION FEES PAID BY YOU TO Filtertrak IN THE 12 CALENDAR MONTHS IMMEDIATELY PRIOR TO THE DAMAGES ARISING. IF THE SERVICES ARE PROVIDED TO YOU WITHOUT CHARGE, THEN Filtertrak SHALL HAVE NO LIABILITY TO YOU WHATSOEVER. THE FOREGOING TERMS SET A LIMIT ON THE AMOUNT OF DAMAGES PAYABLE AND ARE NOT INTENDED TO ESTABLISH LIQUIDATED DAMAGES. YOU EXPRESSLY RECOGNIZE AND ACKNOWLEDGE THAT SUCH LIMITATION OF LIABILITY IS AN ESSENTIAL PART OF THESE TERMS AND Filtertrak's AGREEMENT TO PROVIDE YOU THE SERVICES, AND IS AN ESSENTIAL FACTOR IN ESTABLISHING THE PRICE OF THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR THE LIMITATION ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE FOREGOING TERMS MAY NOT APPLY TO YOU.
Government Use.The Services constitute Commercial Off the Shelf ("COTS") items as that term is defined in the U.S. Government Federal Acquisition Regulations ("FAR"). Government use rights are limited to those minimum rights required by the appropriate provisions of the FAR.
Export; Terms of Service for Non-U.S. Residents.You shall not export the Services or any part thereof, directly or indirectly, to any country for which the United States requires an export license or other governmental approval. In particular, You acknowledge that the Services or any part thereof, may not be exported or re-exported to, or otherwise used in, any U.S.-embargoed countries or to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Persons or Entity List. By using the Services, You represent and warrant that You are not located in any such country or on any such list. North State Truck Equipment, Inc. and Filtertrak datacenters are based in the United States. Filtertrak also offers, and You may choose to utilize, third-party cloud storage providers in which case the terms and conditions of such third-party cloud storage providers shall apply.
Governing Law and Arbitration.These Terms shall be governed, construed and enforced in accordance with the laws of the State of California without reference to conflicts of law principles. The parties agree that the exclusive jurisdiction of any actions arising out of, relating to or in any way connected with these Terms, shall be in the state or federal courts, as applicable, located in the City of Redding or the County of Shasta, California. The parties agree to mediate any dispute between them arising out of this Agreement prior to the initiation of any court action or arbitration. The parties shall use commercially reasonable efforts to agree upon a mediator, and such mediation shall be conducted in Shasta County, California, unless another location has been mutually agreed to by the Parties. If the Parties cannot agree on a mediator, the Superior Court of the County of Shasta shall appoint a mediator. The mediator may conduct more than one session, and mediation fees shall be paid equally by both Parties to the dispute. Matters which are within the jurisdiction of the small claims division of Shasta County are excluded from mediation. A Party who refuses or resists mediation or commences with any form of legal action or arbitration prior to a written demand for mediation shall not be entitled to recover prevailing party attorney's fees or costs.
Linking.The Services may contain links to other websites and resources and are provided for convenience only. Filtertrak has not reviewed the linked websites and is not responsible for the content or availability of any linked websites. The inclusion of any link to a website does not imply endorsement by Filtertrak of the website or their entities, products or services.
General.These Terms constitute the entire understanding of the parties and supersede all prior and contemporaneous written and oral agreements with respect to the subject matter hereof. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of these Terms. If one or more of the provisions herein shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforcement of the remaining provisions shall not be affected or impaired. Any inconsistency between these Terms in English and these Terms in any other language shall, to the fullest extent permitted by applicable law, be resolved by reference to the English version. The failure to enforce or the waiver by either party of a default or breach of the other party shall not be considered to be a waiver of any subsequent default or breach. You may not assign or delegate any rights or obligations under the Terms. Any purported assignment and delegation shall be ineffective. Filtertrak may freely assign or delegate all rights and obligations under the Terms, fully or partially, with or without notice to You. Filtertrak may also substitute, by way of novation, any third-party that assumes our rights and obligations under these Terms. If You or Filtertrak cannot perform its obligations under these Terms because of any act of God, accident, strike, court order, fire, riot, war, failure of third-party equipment or any other cause not within the affected party's reasonable control and that could not be avoided through the exercise of reasonable care and diligence (a "Force Majeure Event"), then the non-performing party will, if possible and reasonable, (1) promptly notify the other party, (2) take reasonable steps to resume performance as soon as possible, and (3) not be considered in breach during the duration of the Force Majeure Event. If a Force Majeure Event continues for five (5) days, Filtertrak may terminate Your subscription to the Services and these Terms by providing electronic notice to You. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SET FORTH HEREIN SHALL REMAIN IN FULL FORCE AND EFFECT. The following provisions shall survive termination or expiration of this Agreement: Your Account, Your Subscription, Your Conduct, Filtertrak Property, Disclaimer of Warranties; Limitation of Liability; and General Legal Terms.
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