IN PROUD PARTNERSHIP WITH
PLEASE READ THESE TERMS OF SERVICE ("TERMS") CAREFULLY AND COMPLETELY BEFORE USING NOTETRACKS PRO (“THE SERVICE”). THESE TERMS OUTLINE THE LEGALLY BINDING TERMS AND CONDITIONS FOR ANY USE OF THE SERVICE.
BY CLICKING ON THE “SIGN UP” BUTTON AND/OR USING THE SERVICE IN ANY MANNER, INCLUDING BUT NOT LIMITED TO VISITING THE SITE, BROWSING THE SITE, DOWNLOADING APPLICATIONS OR SHARING OR GRANTING ACCESS TO OTHER USERS, YOU AGREE TO THESE TERMS AND ALL OTHER OPERATING RULES, PROCEDURES AND POLICIES PUBLISHED FROM TIME TO TIME ON THE SITE BY NOTETRACKS INC., INCORPORATED INDIVIDUALLY BY REFERENCE AND UPDATED FROM TIME TO TIME WITHOUT NOTICE TO USERS.
THESE TERMS APPLY TO ALL USERS OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, USERS WHO ARE CONTRIBUTORS OF CONTENT, INFORMATION, AND OTHER MATERIALS OR SERVICES, REGISTERED OR OTHERWISE.
IF YOU DO NOT AGREE WITH THESE TERMS, YOU ARE NOT ALLOWED TO USE THE SERVICE IN ANY MANNER FOR ANY PURPOSE.
NOTETRACKS INC. HAS THE RIGHT TO TERMINATE A USER'S ACCESS TO THIS SERVICE, AT ITS DISCRETION, WITHOUT NOTICE.
DEFINITIONS
Notetracks Inc.: Refers to Notetracks Inc., a corporation registered in the Province of Quebec, Canada, all wholly owned websites & applicable content and its assignees, herein after known as “Notetracks”.
Notetracks Pro: The name of the hosted service being used by the User, herein after known as “The Service”.
Account: A unique account and access to The Service assigned to an Account Owner upon registering.
Account Owner: The person or entity assigned as the primary User responsible for the Account on The Service, including administration and management of billing and payments.
User: Any person using The Service, either on a Trial, No-Cost or Subscription basis, either as an Account Owner or having been invited to use The Service by another User.
Subscription Fee: The purchase price that, once paid, allows access to The Service, herein after known as the “Fee”.
Level of Service: Level of access and functionality provided based on the Subscription Fee paid to Notetracks.
Subscription: Upon payment of any applicable Fee, the Subscription grants the User access to The Service for the agreed upon set period of time & acceptance of the Terms. Subscriptions can include, but are not limited to Trials, Free Access, Paid or Educational or Discounted accounts.
Trial: Access to The Service for a set period of time at reduced or at no cost.
Content: Includes without limitation, information, text, videos, audio files, graphics, data, photographs, comments and/or written posts, software, scripts, and any interactive features generated, provided, or otherwise made accessible on or through The Service. Content also includes all User Content as defined below.
User Content. Content added, created, uploaded, submitted, distributed, or posted to The Service by Users regardless of it being publicly or privately transmitted. User Content is the sole responsibility of the User who originated such content.
GENERAL TERMS
GRANTS
Notetracks grants the User a worldwide, non-sublicensable, non-exclusive and non-transferable license to access, download and locally use and display Content solely for purposes of using The Service. Use, distribution, reproduction, modification, or storage of any Content for other than purposes of using The Service is expressly prohibited without prior written permission from Notetracks.
By submitting User Content through The Service, the User hereby grants Notetracks a worldwide, non-exclusive, revocable, royalty-free, fully paid, sublicensable and transferable right and license to access, adapt, use, convert, distribute, transcode, reproduce, display, perform, disclose, transmit, store and cache the User Content solely to the extent necessary to provide The Service or as otherwise permitted by these Terms. This right and license shall terminate upon the deletion or removal of any such User Content from The Service.
LIMITATIONS
The User shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.
This right and license does not affect the User’s ownership or license rights in their User Content, including the right to grant additional licenses to said User Content, unless otherwise agreed in writing.
Notetracks does not claim ownership of User Content that is transmitted, stored, processed, or linked in the User’s Account or through The Service. The User warrants and represents that they have all rights to grant such licenses to Notetracks without infringement of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.
CONTENT ACCURACY
The User represents that all User Content is accurate, complete, up-to-date and in compliance with all applicable laws, rules, and regulations. Users acknowledge that Content accessed by the User while using The Service is at the User’s own risk and that the User will be solely responsible for any damage or loss to the User or any other party resulting therefrom.
Notetracks does not guarantee that any Content accessed on or through The Service is or will continue to be accurate.
FEEDBACK
In the event that the User provides comments, suggestions and recommendations to Notetracks on The Service, including but not limited to suggestions, modifications, enhancements, improvements and other changes to The Service (collectively, the "Feedback"), the User hereby grants Notetracks a world-wide, royalty free, irrevocable, perpetual license to use and otherwise incorporate any Feedback in connection with The Service.
RESPONSIBILITIES
The User is solely responsible for ensuring the Terms are in compliance with all laws, rules and regulations applicable to the User and the right to access The Service will be revoked where these Terms or use of The Service is prohibited or to the extent offering, sale or provision of The Service conflicts with any applicable law, rule or regulation. The Service is offered only for the User and not for the use or benefit of any third party.
RESTRICTIONS
The Service may contain Content specifically provided by Notetracks, our partners or our Users and such Content is protected by copyrights, trademarks, patents, service marks, trade secrets or other proprietary rights and laws. The User shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through The Service.
The User’s license to use and access The Service and the Content is automatically revoked if the User violates these Terms in a manner that violates Notetrack’s intellectual property rights. All rights not explicitly granted to the User are reserved by Notetracks.
USER AGE REQUIREMENT
The User represents and warrants that they are at least 16 years of age. If the User is below the age of 16, the User may not use The Service. Notetracks may, at their sole discretion, refuse to offer The Service to any person or entity and change its eligibility criteria at any time.
RULES OF USE
As a condition of use, the User promises not to use The Service for any purpose that is prohibited by these Terms. The User is responsible for all activity in connection with The Service, including but not limited to the User’s conduct, User Content, and communications with others.
The User shall promptly handle and resolve any notices and claims relating to the User’s Content, including any notices sent by any person claiming that any Content violates any person's rights.
The User shall abide by all applicable local, state, national and international laws and regulations.
The User shall not either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through The Service (and shall not permit any third party to do so) including without limitation any User Content, that:
(i) fails to comply with these Terms;
(ii) infringes any patent, trademark, copyright, trade secret, right of publicity or other right of any other person or entity or violates any law or contractual duty;
(iii) is unlawful, threatening, abusive, harassing, libelous, defamatory, deceptive, fraudulent, invasive of another's privacy, tortious, offensive, obscene, vulgar or is otherwise inappropriate as determined by Notetracks at their sole discretion;
(iv) constitutes unsolicited advertising, junk, or bulk e-mail ("spamming");
(v) contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any Notetracks system, data, password or other information or of any related third party;
(vi) impersonates any person or entity, including any of Notetracks’ employees or representatives; or
(vii) includes anyone's identification documents, personal information, or sensitive financial information.
The User shall not:
(i) take any action that may impose (as determined by Notetracks at their sole discretion) an unreasonable or disproportionately large load on the Notetracks or any Notetracks third party’s infrastructure;
(ii) interfere or attempt to interfere with the proper working of The Service or any activities conducted on The Service;
(iii) circumvent or attempt to bypass any measures Notetracks may use to prevent or restrict access to The Service (or other accounts, computer systems or networks connected to The Service);
(iv) run any form of autoresponder or "spam" on The Service;
(v) use manual or automated software, devices, or other processes to "crawl" or "spider" any page of The Service, its associated Sites or Pages;
(vi) harvest or scrape any Content from The Service; or
(vii) otherwise take any action in violation of the Notetracks guidelines and policies.
The User shall not (directly or indirectly):
(i) decipher, decompile, reverse engineer, disassemble, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of The Service, except to the limited extent applicable laws specifically prohibit this type of restriction;
(ii) modify, translate, or otherwise create derivative works of any part of The Service, or;
(iii) copy, lease, rent, distribute, or otherwise transfer any of the rights the User receives hereunder.
Notetracks reserves the right to access, read, preserve, and disclose any information necessary to:
(i) satisfy any applicable law, regulation, legal process, or governmental request
(ii) enforce these Terms, including investigation of potential violations;
(iii) detect, prevent, or otherwise address fraud, security, or technical issues;
(iv) respond to user support requests, or;
(v) protect the rights, property, or safety of Notetracks, Users and the general public.
PROJECTS
The User has the administrative authority to create and manage Projects (each, a "Project"), invite other Users to access, review, collaborate or work on any Projects associated with the Account. Invited Users must accept any Terms and are tied specifically to the Account. If the Account is terminated, all Projects associated with that Account will be deleted from The Service within 10 days, and all links to such Projects that were sent to any User will be disabled.
Notetracks respects the confidentiality of all Projects and agrees to never disclose Projects to anyone unless instructed to do so by the User or any law, court order, regulatory or governmental authority, or other legal requirement compels disclosure of such Projects, as outlined in our Privacy Policy (www.notetracks.com/pro/privacy).
CONTENT AVAILABILITY
Notetracks does not guarantee that any Content will be made available on the Site or through The Service. Notetracks reserves the right to, but does not have any obligation to: (i) remove, edit or modify any Content at Notetracks’ sole discretion, at any time, without notice to any User and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Notetracks is concerned about violations of the Terms or for no reason at all and;
(ii) to remove or block any Content from The Service.
CONTENT DELETION
User Content made available through a Project will continue to be available on such Project unless and until the applicable Account is terminated from The Service or the applicable User Content is deleted from The Service, at which point such User Content will be removed from The Service 10 days after termination of the Account or deletion of the User Content from The Service. User Content can be removed by the Account Owner and applicable Users responsible for the applicable Project.
CONTENT SHARING
When the Account Owner adds, creates, uploads, submits, distributes, or posts User Content to a Project, such User Content is accessible by any and all Users associated with the Account.
The Account Owner therefore grants each User with whom User Content is shared within a Project a non-exclusive license for the duration of the Project's existence to access, use, import, edit, modify, aggregate, reproduce, adapt, distribute, display, publish, disclose, transmit, prepare derivative works of, store, cache and perform such User Content, including after termination of an Account or after the end of a Subscription to The Service.
Sending a Project link to another User grants each such User a non-exclusive license to view, access and display the applicable Project, including after termination of the Account or after the end of the Subscription on The Service.
In addition, when a link to a Project is sent to another User, the Account Owner may choose to grant the applicable User any of the following non-exclusive licenses: download and/or publish such link to such Project, and/or invite third parties to view, access and display such Content.
SUBSCRIPTION
Signing up for The Service and accepting the Terms is required to obtain an Account on The Service. The User responsible for creating the Account will be responsible for inviting any subsequent User to access the Account. The User must provide accurate and complete information and keep all Account information updated.
THE USER IS SOLELY RESPONSIBLE FOR ANY ACTIVITY THAT OCCURS ON THEIR ACCOUNT AND FOR KEEPING THE ACCOUNT PASSWORDS OR CONFIDENTIAL ACCESS INFORMATION SECURE.
A User may never use another User’s Account or registration information for The Service without permission.
The Account Owner must notify Notetracks immediately of any change in the User’s eligibility to use The Service (including any changes to or revocation of any licenses from authorities), breach of security or unauthorized use of the Account.
Account or login information should never be published, distributed, or posted in any public forum. Account Owners have the ability to delete their Accounts, either directly or through a request made to a Notetracks employee or partner contact.
PAYMENTS AND BILLING
Access to The Service may be subject to Fee payments now or in the future. Please refer to applicable pricing pages on the Notetracks website for any description of current Fees. Please note that any Payment Terms presented to the Account Owner in the process of using or signing up for The Service are deemed part of these Terms.
Notetracks uses a third-party payment processor, Stripe Inc., (the " Payment Processor") to bill the Account Owner through a payment account linked to the Account. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement, available at www.stripe.com/legal.
Notetracks is not responsible for any error by the Payment Processor. By choosing to use The Service, the Account Owner agrees to pay Notetracks, through the Payment Processor, all charges at the Fee then in effect for any use of The Service in accordance with the applicable payment terms and the Account Owner authorizes Notetracks, through the Payment Processor, to charge the Account Owner’s chosen payment provider (" Payment Method"). The Account Owner agrees to make payment using that selected Payment Method. Notetracks reserves the right to correct any errors or mistakes made even if payment has already been requested or received.
The terms of payment will be based on the Account Owner’s Payment Method and may be determined by agreements between the Account Owner and their financial institution, credit card issuer or other provider of the chosen Payment Method. If Notetracks, through the Payment Processor, does not receive payment, the Account Owner agrees to pay all amounts due on the Account upon demand.
Some Subscriptions may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by the Account Owner. By choosing a recurring payment plan, the Account Owner acknowledges that The Service has an initial and recurring payment feature and the Account Owner accepts responsibility for all recurring charges prior to cancellation.
NOTETRACKS MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM THE ACCOUNT OWNER, UNTIL THE ACCOUNT OWNER PROVIDES PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY NOTETRACKS) THAT THE ACCOUNT OWNER HAS TERMINATED THIS AUTHORIZATION OR WISHES TO CHANGE THE PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE NOTETRACKS COULD REASONABLY ACT.
ACCOUNT OWNERS MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR BILLING AND MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP THE ACCOUNT CURRENT, COMPLETE AND ACCURATE FOR BILLING , INCLUDING BUT NOT LIMITED TO ANY CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE.
THE ACCOUNT OWNER MUST PROMPTLY NOTIFY NOTETRACKS OR THE PAYMENT PROCESSOR IF THE ACCOUNT OWNER’S PAYMENT METHOD IS CANCELLED (E.G., FOR LOSS OR THEFT) OR IF THE ACCOUNT OWNER BECOMES AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF A USER NAME OR PASSWORD.
OUTSIDE OF THE ABOVE, THE ACCOUNT OWNER AGREES THAT NOTETRACKS MAY CONTINUE CHARGING THE ACCOUNT OWNER FOR ANY USE OF PAID SERVICES UNDER THE ACCOUNT UNLESS THE ACCOUNT HAS BEEN TERMINATED.
If the amount to be charged to the Account varies from the amount preauthorized (other than due to the imposition or change in the amount of provincial, state or any other VAT or sales taxes), the Account Owner has the right to receive, and Notetracks shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement with the Account Owner’s payment provider will govern the Account Owner’s use of their Payment Method. The Account Owner agrees that Notetracks may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.
Subscription Fees will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. Changes to Subscriptions can be made at any time under the Account Settings.
Upon termination of a Subscription, the Account Owner may use The Service until the end of the then-current term; the Subscription will not be renewed after that term expires.
Any free Trial or other promotion that provides access to The Service must be used within the specified time of the Trial. The Account Owner must stop using The Service before the end of the trial period in order to avoid being charged for The Service. Inadvertent charges for The Service can be refunded by contacting Notetracks.
WARRANTIES
The Account Owner and any applicable User hereby represents and warrants that:
(i) User Content and the availability thereof through The Service does not and will not infringe or violate the rights of any third party, including without limitation any intellectual property rights, performers' rights, rights of privacy or publicity or confidential information;
(ii) Users have obtained any and all necessary consents, permissions and/or releases from any and all persons appearing in any User Content in order to include their name, voice, performance or likeness in any User Content and to publish the same on The Service, and;
(iii) the storage, use or transmission of any User Content does not violate any law or these Terms.
Users must immediately notify Notetracks in writing of any unauthorized use of any:
(i) Content (including User Content);
(ii) Account, or;
(iii) The Service that comes to the Account Owner or any User’s attention.
In the event of any such unauthorized use by any third party that obtained access through any User, the Account Owner will take all steps necessary to terminate such unauthorized use. Account Owners and Users will provide Notetracks with such cooperation and assistance related to any such unauthorized use as may be reasonably requested. The Account Owner acknowledges that if the transmission of User Content to Notetracks needs to be protected, it is the responsibility of the User to use a secure encrypted connection to communicate with The Service.
TERMINATION
Notetracks may terminate access to all or any part of The Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with the Account. Should an Account Owner wish to terminate an Account, this can be done by following the instructions on the Site or through The Service.
Any fees paid hereunder are non-refundable. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, licenses of User Content, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
THIRD PARTY PARTNERS
Notetracks may, at its sole discretion, create promotional codes or referral codes as a standalone code or as appended to a personalized referral URL (" Promo Codes") that may be redeemed for discounts on Fees or applicable Third Party Provider's services, or other features or benefits related to The Service and/or a Third Party Provider's services, subject to any additional terms that Notetracks establishes as part of a referral program.
Users agree that Promo Codes:
(i) must be used for the intended audience and purpose, and in a lawful manner;
(ii) may not be duplicated, sold, or transferred in any manner, or made available to the general public (whether posted to a public forum or otherwise), unless expressly permitted by Notetracks;
(iii) may be disabled by Notetracks at any time for any reason without liability to Notetracks;
(iv) may only be used pursuant to the specific terms that Notetracks establishes for such Promo Code;
(v) are not valid for cash; and
(vi) may expire prior to use.
NOTETRACKS RESERVES THE RIGHT TO WITHHOLD OR DEDUCT CREDITS OR OTHER FEATURES OR BENEFITS OBTAINED THROUGH THE USE OF A PROMO CODE BY ANY USER OR ACCOUNT OWNER IN THE EVENT THAT NOTETRACKS DETERMINES OR BELIEVES THAT THE USE OF THE PROMO CODE WAS IN ERROR, FRAUDULENT, ILLEGAL OR OTHERWISE IN VIOLATION OF THE TERMS.
If any User chooses to use a Promo Code or other means to inform other Users about our products and services, the User represents that Consent has been given to use any data, including but not limited to names, titles and email addresses. An invitation will be sent to the prospect User by email on the User’s behalf and as requested by the User for the sole purpose of inviting the prospect User to sign up for The Service. Any data provided will only be used to invite a prospect User and will not be used for any other purpose as outlined in the Notetracks Privacy Agreement (www.notetracks.com/pro/privacy).
THIRD PARTY SERVICES
The Service may permit Users to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to The Service. When third party resources are accessed on the Internet, this is done at the User’s own risk.
NOTETRACKS DECLARES THAT THESE OTHER RESOURCES ARE NOT UNDER NOTETRACKS CONTROL. The User acknowledges that Notetracks is not responsible or liable for the content, accuracy, legality, functionality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply a Notetracks endorsement or any association between the parties. The User further acknowledges and agrees that Notetracks shall not be liable or responsible, directly or indirectly, for any loss or damage caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.
DISCLAIMER
Notetracks declares no special relationship with or fiduciary duty to any User. Users acknowledge that Notetracks has no duty to take any action regarding:
(i) which Users gain access to The Service;
(ii) what Content is accessed via The Service; or
(iii) how Content is used or interpreted.
Notetracks strongly recommends that all Users maintain appropriate security, protection, and backup copies of Content, which may include use of additional encryption technology to protect Content (including User Content) from unauthorized access. The User acknowledges and agrees that Notetracks will have no liability of any kind as a result of the deletion of, correction of, destruction of, damage to, loss of or failure to store or encrypt any Content.
Users release Notetracks from all liability for a User having acquired or not acquired Content through The Service. Notetracks makes no representations concerning any Content contained in or accessed through The Service and will not be responsible or liable for the accuracy, copyright compliance, or legality of material or Content contained in or accessed through The Service.
THE SERVICE AND CONTENT ARE PROVIDED "AS IS", "AS AVAILABLE" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
NOTETRACKS AND ALL DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT:
(I) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION;
(II) ANY DEFECTS OR ERRORS WILL BE CORRECTED;
(III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;
(IV) THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED;
(V) THAT THE SERVICE WILL NOT HARM COMPUTER SYSTEMS; OR
(VI) THE RESULTS OF USING THE SERVICE WILL MEET USER REQUIREMENTS.
ANY USERS’ USE OF THE SERVICE IS SOLELY AT THEIR OWN RISK.
NOTETRACKS DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF USERS SUBSCRIBING TO THE SERVICE, NOR ANY OBLIGATION TO MONITOR THE USE OF THE SERVICE BY USERS. NOTETRACKS DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF A USER’S IDENTITY OR INFORMATION.
INDEMNIFICATION
Account Owners and Users shall defend, indemnify, and hold harmless Notetracks, partners, each of any respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to a User’s use or misuse of, or access to, The Service, Content, or otherwise from User Content, violation of these Terms, or infringement by a User or any third party using an Account or identity in The Service, of any intellectual property or other right of any person or entity. Notetracks reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by any User, in which event the User will assist and cooperate with Notetracks in asserting any available defenses.
LIMITATION OF LIABILITY
IN NO EVENT SHALL NOTETRACKS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, WARRANTY OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE
(I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT) EVEN IF NOTETRACKS HAD BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES;
(II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR
(III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF THE GREATER OF:
a. Fees paid to Notetracks for The Service during the immediate previous three (3) month period or
b. $200.00 CDN.
GOVERNING LAW
These Terms of Service shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada. Users agree that any dispute arising from or relating to the subject matter of these Terms shall be governed by the exclusive jurisdiction and venue of the provincial courts of Toronto, Ontario.
MODIFICATION
Notetracks reserves the right at its discretion, to modify or replace any of these Terms, or change, suspend, or discontinue The Service (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending notice through The Service, via e-mail or by another appropriate means of electronic communication. Notetracks may also impose limits on certain features and services or restrict User access to parts or all of The Service without notice or liability. While Notetracks will timely provide notice of modifications, it is also the User’s responsibility to check these Terms periodically for changes. Continued use of The Service following notification of any changes to these Terms constitutes acceptance of those changes.
MISCELLANEOUS
These Terms are the entire agreement between the Account Owner, any User and Notetracks with respect to The Service, including use of the Site and any Applications, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between any User and Notetracks with respect to The Service. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
FORCE MAJEURE
Notetracks shall not be liable for any failure to perform obligations hereunder where such failure results from any cause beyond the company’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
ASSIGNMENT
These Terms are personal to the Account Owner and are not assignable, transferable or sublicensable except with prior written consent from Notetracks. Notetracks may assign, transfer, or delegate any rights and obligations hereunder without consent.
No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and neither party has any authority of any kind to bind the other in any respect.
NOTICES
Unless otherwise specified in these Terms, all notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
NO WAIVER
Failure to enforce any part of these Terms by Notetracks shall not constitute a waiver of Notetracks’ right to later enforce that or any other part of these Terms. Waiver of compliance in any particular instance does not mean that Notetracks will waive compliance in the future. In order for any waiver of compliance with these Terms to be binding, Notetracks must provide the Account Owner with written notice of such waiver through an authorized representative.
HEADINGS
The section and paragraph headings in these Terms are for convenience only and shall not affect their interpretation
CONTACT
You may contact Notetracks at the following email address: support@notetracks.com
EFFECTIVE DATE: May 10th, 2020