Site Terms of Service

Terms of Service

Last Updated: January, 2019

AllTrack Music Rights Inc. ("AllTrack", "we", "us" or "our") is a United States based rights management organization that represents the rights of music creators and publishers, and grants licenses for the use of the associatedmusical works in its repertoire. AllTrack is proud to play a leading role in supporting the long-term success of its many affiliates, as well as supporting the global music industryas a whole. These offerings are provided by AllTrack at the Internet site https://www.Alltrackmusicrights.com (the "Site" and, together with any related software, tools and services provided in connection with the Site, the"AllTrack Service"). Please read carefully the following terms and conditions ("Terms of Service") and our Privacy Policy, which may be found on our website at https://www.alltrack.com/privacy-policy/ and which is incorporated herein by reference into these Terms of Service. These Terms of Service govern your access to and use of theAllTrack Service and all Site Content and constitute a binding legal agreement between you and AllTrack.

YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING ON THE "JOIN FREE" BUTTON, REGISTERING FOR AN ALLTRACK ACCOUNT, REQUESTING A LICENSE, ENTERING A LICENSE, ACCESSING OR USING THE ALLTRACK SERVICE, OR BY DOWNLOADING, SUBMITTING OR POSTINGANY CONTENT FROM, OR ON, OR THROUGH THE ALLTRACK SERVICE, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, THEN YOU HAVE NO RIGHT TOACCESS OR USE THE ALLTRACK SERVICE OR SITE CONTENT. If you accept or agree to these Terms of Service on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or otherlegal entity to these Terms of Service and, in such event, "you" and "your" will refer and apply to that company or other legal entity.

Definitions

"Content" means text, graphics, photos, music, software, audio, video, information or other materials.

"Corporate Affiliate" means an Affiliate that is a company or other legal entity, rather than an individual.

"AllTrack Content" means Content that AllTrack makes available through the Site or AllTrack Service, including any Content licensed to AllTrack from a third party, but excluding Affiliate Content.

"Affiliate" means a person or entity who completes AllTrack’s account registration process, as described under "Account Registration" below.

"Affiliate Content" means Content that a Affiliate posts, uploads, publishes, submits or transmits to be made available through the AllTrack Service, including, without limitation, comments to the AllTrack blog.

"Site Content" means AllTrack Content and Affiliate Content.

Modification

AllTrack reserves the right, at its sole discretion, to modify, discontinue or terminate the AllTrack Service or to modify these Terms of Service, at any time and without prior notice. If we modify these Terms of Service, we willpost the modification on the Site or provide you with notice of the modification. We will also update the "Last Updated Date" at the top of these Terms of Service or on the Site. By continuing to access or use the AllTrack Serviceafter we have posted a modification on the Site or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms of Service. If the modified Terms of Service are not acceptableto you, your only recourse is to cease using the AllTrack Service.

Certain portions of the AllTrack Service may, or may in the future, have different terms and conditions posted on the Site or may require you to agree with and accept additional terms and conditions. AllTrack may, in its solediscretion, make premium software or services available to you that is subject to different terms and conditions and narrower licenses than as set forth therein. If there is a conflict between these Terms of Service and terms andconditions posted for a specific portion of the AllTrack Service, the latter terms and conditions shall take precedence with respect to your use of or access to that portion of the AllTrack Service.

Eligibility

By accessing or using the AllTrack Service you represent and warrant to AllTrack that: (i) you are of legal age to form a binding contract, or, if you are a minor, you have your parent’s permission to use the AllTrack Service, andyour parent has read and agrees to these Terms of Service on your behalf; (ii) all registration information you submit is accurate, current and complete; (iii) you will maintain the accuracy and completeness of such information;(iv) if you are accepting these Terms of Service on behalf of a company or other legal entity, you have the authority to bind that company or legal entity to these Terms of Service. You also certify that you are legally permitted touse and access the AllTrack Service and take full responsibility for the selection and use of and access to the AllTrack Service. These Terms of Service are void where prohibited by law, and the right to access the AllTrack Serviceis revoked in such jurisdictions.

Privacy

See AllTrack’s Privacy Policy at for information and notices concerning AllTrack’s collection and use of your personal information.

Account Registration

In order to access the AllTrack Service, you must register to create an account ("Account") and become an Affiliate. When registering with AllTrack you agree to: (a) provide true, accurate, current and complete information aboutyourself (or, if applicable, the Affiliate you represent) as prompted by the AllTrack Service’s registration form (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep ittrue, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we maysuspend or terminate your account and refuse any and all current or future use of the AllTrack Service (or any portion thereof).

You may not authorize any third party (other than, if applicable, the employees, consultants or agents of the Affiliate you represent) to access or use the AllTrack Service on your behalf. You are responsible for maintaining theconfidentiality of the user ID and password, and are fully responsible for all activities that occur under your user ID or password. You agree to immediately notify AllTrack of any unauthorized use of your user ID or password or anyother breach of security. AllTrack cannot and will not be liable for any loss or damage arising from any unauthorized use of your account.

Communication with AllTrack

You verify that any contact information provided to AllTrack, including, but not limited to, your e-mail address and mobile phone number is true and accurate. By providing us with your email address, you agree to receive noticeselectronically, to that email address. From time to time, AllTrack will use this email address to send you notifications about product updates and improvements, company news and events, and updates from our community. You furtherverify that you are the telephone subscriber and/or that you own any telephone numbers that you provide to AllTrack. You acknowledge that by voluntarily providing your telephone numbers to AllTrack, you expressly agree to becontacted at the telephone numbers you provide. You consent to receive e-mails, pre-recorded voice messages and/or autodialed calls (including text messages) by or on behalf of AllTrack relating to this Agreement, any transactionwith AllTrack, matters related to your account, and promotions from AllTrack. These communications may be made by or on behalf of AllTrack, even if your phone number is registered on any state or federal Do Not Call list. Youacknowledge that you may incur a charge for these texts or calls by your telephone carrier and that AllTrack will not be responsible for these charges.

Fees and Payment

By establishing an AllTrack account, you agree to the pricing, payment, and billing policies set forth (a) herein and/or if applicable, in a separately executed or accepted Terms of Service. The use of various offerings withinthe AllTrack Service. All fees paid for the AllTrack Service are non-refundable and non-transferable except as expressly provided in these Terms of Service. All fees and applicable taxes, if any, are payable in United Statesdollars. You are solely responsible for the payment of, and shall pay when due, all applicable sales and use taxes and similar fees now in force, enacted or imposed in the future on the delivery of AllTrack Service and/or anyrelated transactions (except for taxes assessed on AllTrack’s net income or personal property). If for any reason AllTrack pays any such taxes, duties or excises, you will reimburse AllTrack for such taxes, duties or excises, otherthan taxes on AllTrack’s net income.

The term of your AllTrack Services are set forth on the Site. If your selected AllTrack Service requires a recurring fee, your AllTrack Service will automatically renew, unless you change your billing settings, we terminate it, oryou notify us by email. You must cancel any automatically renewing AllTrack Service before it renews in order to avoid billing of fees for the renewal term to your credit card. All fees and charges are nonrefundable and there are norefunds or credits for partially used periods.

Intellectual Property

AllTrack Service. AllTrack shall own and retain all right, title, and interest in and to the AllTrack Service (except for any licensed content and software components included therein). Affiliate agrees not to reverseengineer, decompile, distribute, license, sell, transfer, disassemble, copy, alter, modify, or create derivative works of the AllTrack Service or otherwise use the AllTrack Service in any way that violates the use restrictionscontained in these Terms of Service. AllTrack does not grant to Affiliate any license, express or implied, to the intellectual property of AllTrack or its licensors. Affiliate further acknowledges and agrees that any informationregarding the design, "look and feel", specifications, components, functionality or operation and payment terms and pricing (if applicable) of the AllTrack Service is considered the confidential and proprietary information ofAllTrack (collectively "AllTrack Confidential Information").

Affiliate Data. Subject to the section below labeled "Assignment of Certain Affiliate Data", Affiliate shall retain all right, title and interest in and to all graphics, images, files, data and other information transmitted byAffiliate to AllTrack in connection with its use of the AllTrack Service and; reports and other materials generated by the AllTrack Service following such transmission (collectively, "Affiliate Data"), provided, however, thatAffiliate hereby grants to AllTrack a worldwide, royalty-free, non-exclusive license to use data generated as a result of Affiliate’s use of the AllTrack Service solely for purposes of maintaining and improving the AllTrack Serviceand providing Affiliate with access to special offers and promotions and non-identifiable, anonymous, aggregated data regarding Affiliate’s use of the AllTrack Service compiled by AllTrack solely for marketing purposes ordistribution to third party research firms.

Assignment of Certain Affiliate Data. Notwithstanding the foregoing, upon your submission of an expense report to a Corporate Affiliate or any other Affiliate, you hereby transfer all right, title, and interest in and to anytransferred Affiliate Data to the applicable Corporate Affiliate or Affiliate, provided, however, that such Corporate Affiliate or Affiliate hereby grants to you a worldwide, perpetual, royalty-free, non-exclusivelicense to maintain and utilize copies of such transferred Affiliate Data (including any expense reports) for personal recordkeeping purposes.

AllTrack Logos and Designs. AllTrack’s graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of AllTrack in the U.S. and/or other countries.AllTrack’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied,imitated, or used, in whole or in part, without AllTrack’s prior written permission.

Affiliate Art. Affiliate shall retain all right, title and interest in and to all of Affiliate’s logos, promotional graphics and related marketing designs (collectively, the "Affiliate Art"), provided, however, that Affiliatehereby grants to AllTrack a worldwide, royalty-free, non-exclusive license to use the Affiliate Art, as well as Affiliate’s corporate and/or trade name, for purposes of fulfilling its obligations hereunder and marketing AllTrack’sproducts and services to third parties, subject to Affiliate’s right in each instance to approve the manner and form of such use (which approval shall be in writing and shall not be unreasonably withheld or delayed).

Derived Data. You shall own and retain all right, title, and interest in and to any data derived from your use of the AllTrack Service or that of any individual authorized by you to utilize the AllTrack Service (your "Users"), asdefined below)(collectively, the "Derived Data"); provided, however, that you hereby grant to AllTrack a worldwide, royalty-free, non-exclusive license to use data generated as a result of your use of the AllTrack Service solely forpurposes of (a) maintaining and improving the AllTrack Service, (b) providing you and/or your Users with access to and information about customized features, new functionality, and partner integrations, and (c) sharing with ourpartners such data in anonymized, aggregated form.

Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the AllTrack Service ("Feedback"). You may submit Feedback by emailing or through the "Send Us a Message" section of the Site. Youacknowledge and agree that all Feedback will be the sole and exclusive property of AllTrack and you hereby irrevocably assign to AllTrack and agree to irrevocably assign to AllTrack all of your right, title, and interest in and toall Feedback, including without limitation all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein. At AllTrack’s request and expense, you will executedocuments and take such further acts as AllTrack may reasonably request to assist AllTrack to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.

Confidentiality

You acknowledge that Confidential Information (as defined below) is a valuable, special and unique asset of AllTrack and agree that you will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) anyConfidential Information for any purpose other than disclosure to your authorized employees and agents who are bound to maintain the confidentiality of Confidential Information. You shall promptly notify AllTrack in writing of anycircumstances which may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use. You shall returnall originals and any copies of any and all materials containing Confidential Information to Company upon termination of this Agreement for any reason whatsoever. The term "Confidential Information" shall mean any and all ofCompany’s trade secrets, confidential and proprietary information and all other information and data of Company that is not generally known to the public or other third parties who could derive value, economic or otherwise, from itsuse or disclosure. Confidential Information shall be deemed to include technical, financial, strategic and other proprietary and confidential information relating to Company’s business, operations and properties, includinginformation about Company’s Users or partners, or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.

General Prohibitions

You agree not to do any of the following:

Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.
Use, display, mirror or frame the AllTrack Service, or any individual element within the AllTrack Service, AllTrack’s name, any AllTrack trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without AllTrack’s express written consent;
Access, tamper with, or use non-public areas of the AllTrack Service, AllTrack’s computer systems, or the technical delivery systems of AllTrack’s providers;
Attempt to probe, scan, or test the vulnerability of any AllTrack system or network or breach any security or authentication measures;
Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as of privacy and publicity) of any other use of the AllTrack Service or staff member of AllTrack.
Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by AllTrack or any of AllTrack’s providers or any other third party (including another user) to protect the AllTrack Service or Site Content;
Attempt to access or search the AllTrack Service or Site Content or download Site Content from the AllTrack Service through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by AllTrack or other generally available third party web browsers;
Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail or junk messages, spam, chain letters or other form of solicitation (including sending invitations to use the AllTrack Service to the mobile numbers of people you do not know);
Use or disclose any AllTrack Confidential Information, except as otherwise explicitly set forth herein.
Use any meta tags or other hidden text or metadata utilizing a AllTrack trademark, logo URL or product name without AllTrack’s express written consent;
Use the AllTrack Service or Site Content for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms of Service;
Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the AllTrack Service or Site Content to send altered, deceptive or false source-identifying information;
Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the AllTrack Service or Site Content;
Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the AllTrack Service;
Collect or store any personally identifiable information from the AllTrack Service from other users of the AllTrack Service without their express written permission;
Impersonate or misrepresent your affiliation with any person or entity;
Violate any applicable law or regulation; or
Encourage or enable any other individual or entity to do any of the foregoing.

AllTrack will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. AllTrack may involve and cooperate with law enforcement authorities in prosecuting users who violate theseTerms of Service. You acknowledge that AllTrack has no obligation to monitor your access to or use of the AllTrack Service, or to review or edit any Affiliate Content, but has the right to do so for the purpose of operating theAllTrack Service, to ensure your compliance with these Terms of Service, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.

DIGITAL MILLENNIUM COPYRIGHT ACT NOTICE

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible through the AllTrack Service, please notify AllTrack’s copyright agent, as set forth in the DigitalMillennium Copyright Act of 1998 (DMCA). For your complaint to be valid under the DMCA, you must provide the following information in writing:

An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
Identification of the copyrighted work that you claim is being infringed;
Identification of the material that is claimed to be infringing and where it is located on the Services;
Information reasonably sufficient to permit AllTrack to contact you, such as your address, telephone number, and email address;
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

AllTrack’s Designated Copyright Agent to receive notifications of claimed infringement can be reached as follows:

AllTrack
324 S. Beverly Drive, Suite #523
Beverly Hills, CA 90212
Email: legal@alltrack.com

For clarity, only DMCA notices should go to the AllTrack Designated Copyright Agent. Any other feedback, comments, requests for technical support or other communications should be directed to AllTrack via info@alltrack.com.

Links to Third-Party Websites

The AllTrack Service may now or in the future contain links to third-party websites, advertisers, services, or resources that are not owned or controlled by AllTrack. You acknowledge and agree that AllTrack has no control over andis not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, privacy policies, practices, or services on or available from such websites or resources. Links to suchwebsites or resources do not imply any endorsement by AllTrack of such websites or resources or the content, products, practices, privacy policies, or services available from such websites or resources. You acknowledge soleresponsibility for and assume all risk arising from your use of any such websites or resources or the Content, products, or services on or available from such websites or resources. Additionally, your dealings with or participationin promotions of any third parties, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such third parties. You agree that AllTrack shall not be responsible for any loss ordamage of any sort relating to your dealings with such third parties. We encourage you to be aware of when you leave the AllTrack Service, and to read the terms and conditions and privacy policy of any third-party website or servicethat you visit. You expressly relieve AllTrack from any and all liability arising from your use of any third-party website or services or third party content.

Linking to AllTrack’s Site

AllTrack encourages you to like to this Website. If you would like to link to this Website, you must comply with the following guidelines:
do not incorporate any content from this site into your site (e.g., by in-lining, framing or creating other browser or border environments around the website content).

You may only link to, not replicate, the site content;
You may not use AllTrack’s trademarks, logos, designs or service marks in your links;
You may not create the appearance of a relationship or affiliation with AllTrack; and your site may not contain offensive, hateful, distasteful, illegal or inappropriate content.

Referral service

If you choose to use our referral service to tell a friend about AllTrack. By providing us with your friend’s name and email address, you warrant that your friend consents to such contact.

Termination

If you breach any of these Terms of Service, AllTrack will have the right to suspend, disable or terminate your Account or terminate these Terms of Service, at its sole discretion and without prior notice to you. AllTrack reservesthe right to revoke your access to and use of the AllTrack Service, with or without cause. In the event AllTrack terminates these Terms of Service for your breach, you will remain liable for any and all amounts due hereunder.

In the event that your account is terminated by you or by AllTrack for any reason, any licenses granted herein shall terminate, but your obligations described herein under the Sections titled "Fees and Payment," "IntellectualProperty," "Confidentiality," "Disclaimers," "Indemnity," and "Limitation of Liability," as set forth herein, as well as any obligations of yours set forth in the Privacy Policy availableat https://www.alltrack.com/privacy shall survive any termination or expiration of your use of the AllTrack Service or any agreement, and you will not be entitled to receive any refunds for any prepaid amounts in the eventof any early termination.

Disclaimers

THE ALLTRACK SERVICE AND SITE CONTENT ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, ALLTRACK EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR APARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. ALLTRACK MAKES NO WARRANTY THAT THE ALLTRACK SERVICE OR SITE CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON ANUNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. ALLTRACK MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, ALLTRACK SERVICE OR SITE CONTENT PURCHASED OR OBTAINED THROUGH THE ALLTRACK SERVICE OR THE ACCURACY, TIMELINESS,TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE ALLTRACK SERVICE. ALLTRACK DOES NOT WARRANT THE RESULTS OF USE OF THE ALLTRACK SERVICE, AND CLIENT ASSUMES ALL RISK AND RESPONSIBILITY WITH RESPECTTHERETO. CLIENT SHOULD NOTE THAT IN USING THE ALLTRACK SERVICE, SENSITIVE INFORMATION WILL TRAVEL THROUGH THIRD PARTY INFRASTRUCTURES WHICH ARE NOT UNDER ALLTRACK’S CONTROL (SUCH AS A THIRD PARTY SERVERS AND THE INTERNET). ALLTRACKMAKES NO WARRANTY WITH RESPECT TO THE SECURITY OF SUCH THIRD PARTY INFRASTRUCTURES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ALLTRACK OR THROUGH THE ALLTRACK SERVICE, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE ALLTRACK SERVICE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE ALLTRACK SERVICE. YOUUNDERSTAND THAT ALLTRACK DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF ANY USERS OF THE ALLTRACK SERVICE, NOR DOES ALLTRACK MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE ALLTRACK SERVICE. ALLTRACK MAKES NOREPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE ALLTRACK SERVICE OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE ALLTRACK SERVICE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS ANDINTERACTIONS WITH OTHER USERS OF THE ALLTRACK SERVICE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE ALLTRACK SERVICE, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.

Indemnity

You agree to defend, indemnify, and hold AllTrack, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal andaccounting fees, arising out of or in any way connected with your access to or use of the AllTrack Service, or your violation of these Terms of Service, including without limitation any breach of any representations or warrantiesherein, any infringement by you of AllTrack’s intellectual property rights, and any claim by a third party that the Member Data or Member Art infringes such third party’s intellectual property rights.

AllTrack will defend indemnify and hold you (and in the case of a Corporate Member, your directors, officers, employees and affiliates) harmless from and against any and all costs, liabilities, losses and expenses (including butnot limited to reasonable attorneys’ fees), resulting from any claim, suit, action or proceeding alleging that the AllTrack Service or any portion thereof infringes any patent, copyright or other intellectual property, proprietary,or other right of any third party.

Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE ALLTRACK SERVICE AND SITE CONTENT REMAINS WITH YOU. EXCEPT FOR THE INDEMNITY OBLIGATIONS SET FORTHHEREIN, UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SYSTEM FAILURE OR NETWORK OUTAGE, WILL EITHER ALLTRACK OR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE ALLTRACK SERVICE ORSITE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, ALLTRACK SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OFSUBSTITUTE PRODUCTS OR ALLTRACK SERVICE, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF ALLTRACK SERVICE OR FROM THE USE OF OR INABILITY TO USE THE SERVICESOR SITE CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE ALLTRACK SERVICE OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE ALLTRACK SERVICE, WHETHER BASED ONWARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ALLTRACK HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TOHAVE FAILED OF ITS ESSENTIAL PURPOSE.

EXCEPT FOR THE INDEMNITY OBLIGATIONS SET FORTH HEREIN, IN NO EVENT WILL ALLTRACK’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF ALLTRACK SERVICE OR FROM THE USE OF OR INABILITY TO USE THE ALLTRACK SERVICEOR SITE CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO ALLTRACK FOR USE OF THE ALLTRACK SERVICE OR CONTENT. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ALLTRACK AND YOU. SOMEJURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Controlling Law and Jurisdiction

These Terms of Service and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action with respect to thesubject matter of these Terms of Service will be the state and federal courts located in the Southern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts.

Entire Agreement

These Terms of Service constitute the entire and exclusive understanding and agreement between AllTrack and you regarding the AllTrack Service and Site Content, and these Terms of Service supersede and replace any and all priororal or written understandings or agreements between AllTrack and you regarding the AllTrack Service.

Assignment

You may not assign or transfer these Terms of Service, by operation of law or otherwise, without AllTrack’s prior written consent. Any attempt by you to assign or transfer these Terms of Service, without such consent, will be nulland of no effect. AllTrack may assign or transfer these Terms of Service, at its sole discretion, without restriction. Subject to the foregoing, these Terms of Service will bind and inure to the benefit of the parties, theirsuccessors and permitted assigns.

Notices

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms of Service, will be in writing and given: by AllTrack (i) via email (in each case to the address that youprovide) or (ii) by posting to the Site. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

General

The failure of AllTrack to enforce any right or provision of these Terms of Service will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only ifin writing and signed by a duly authorized representative of AllTrack. Except as expressly set forth in these Terms of Service, the exercise by either party of any of its remedies under these Terms of Service will be withoutprejudice to its other remedies under these Terms of Service or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms of Service invalid or unenforceable, that provision will be enforcedto the maximum extent permissible and the other provisions of these Terms of Service will remain in full force and effect.

Contacting AllTrack

If you have any questions about these Terms of Service, please contact AllTrack at legal@alltrack.com You acknowledge and agree that when contacting AllTrack, whether by email, chat, or otherwise, you will not include anypersonally identifiable information in your communications, and that if such information is included in your communications with AllTrack, AllTrack will have no legal obligation or liability with regard to such information.