By signing up, you accept and agree to our Legal Agreement.
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First and Foremost, our data and information entered in this software will NEVER be shared or sold to anyone.
Thank you for using our products, solutions, and services ("Service or Services"). The Services are provided by SkillTracker, LLC. DBA ("Tracking Solutions"), located at 9850 S. 54th Street, Franklin, WI United States.
By clicking the "I Accept" button displayed online in our Tracking Solutions Client Portal New Business Setup Page or signing any document that refers to this "General Terms" Agreement, you agree to these terms and conditions (the "Agreement") governing the Services we provide you. Even if you do not use our Tracking Solutions Setup Portal, our non-electronic process is similar, and by using our Services, you are agreeing to these terms and conditions. Please read them carefully.
In addition to these "General Terms", we have specific Services Agreements that describe the terms or product/service requirements that will apply. Those additional terms ("Service Terms") will be available when you request a Service. Additional terms may be stated on our website, or on-line in our Client Portal, or in other documents using names such as "Agreement," "Statement of Work (SOW)," "Invoice," or "Receipt," all of which are herein referred to as "Agreement(s)." Typically the additional documents will specify such details as the price, the specific Tracking Solutions Service, and the length of time you have agreed to use the Tracking Solutions Service (one-time purchase, month-to-month, or multiple consecutive months). These additional terms and details become part of your Agreement with us when you use the particular Service.
We refer to our General Terms of Services as our "General Terms" or "Agreement" when we are referring not only to our General Terms of Services but also to "Service Terms," Agreements, Invoices, Orders, Receipts, and Policies found in documents relating to Services that Tracking Solutions provides to you. Tracking Solutions may add to, delete from or modify any of these terms at any time without liability. Changes to the General Terms will not apply retroactively and will become effective 7 days after posting; however changes to functionality or those made for legal reasons will be effective immediately. Similarly, our Service Terms, as they apply to any specific Agreement, may be revised during the term of that Agreement and those revisions will not apply retroactively but will become effective 7 days after posting; however revisions to functionality, for legal reasons, or if imposed by a Third Party Provider, will be effective immediately.
- Authorization. Any individual that places an order with Tracking Solutions on behalf of another person or business, represents and warrants that (a) he or she is a duly authorized agent of that other person or business and has the authority to enter into this Agreement and to place that order on behalf of that other person or business, and (b) this Agreement is binding and enforceable against that other person or business. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT CLICK ON THE “I AGREE” BUTTON AND YOU MUST NOT AGREE TO ANY INVOICE OR CONFIRMATION. IF YOU PLACE AN ORDER WITH Tracking Solutions ON BEHALF OF ANOTHER PERSON OR BUSINESS AND YOU DO NOT HAVE THE AUTHORITY TO BIND THAT OTHER PERSON OR BUSINESS, YOU ALSO WILL BE PERSONALLY LIABLE TO Tracking Solutions UNDER THIS AGREEMENT.
- Services. Subject to your compliance with this Agreement, (a) you may from time to time purchase one or more Services from Tracking Solutions, and (b) Tracking Solutions will provide those Services to you in accordance with this Agreement. THE SERVICES ARE INTENDED SOLELY FOR BUSINESS AND COMMERCIAL USE, AND NOT FOR FAMILY, HOUSEHOLD OR CONSUMER USES.
- Charges and Payment of Fees, Taxes. Unless expressly provided otherwise in your Invoice, in an Agreement, or as required by law, all fees are fully earned upon payment and upon each renewal of your Service. All payments must be made in advance and once made are non-cancelable and all amounts are non-refundable.
- Taxes. You agree to pay all sales, use, value added and other taxes (other than taxes based on Tracking Solutions’s income) related to your purchase and/or use of the Services.
- Billing and Payment. When you provide or send your credit card information or other payment information to Tracking Solutions, that act will constitute your express authorization and instruction to Tracking Solutions to charge that credit card or accept other payment source for all fees and other amounts due and payable to Tracking Solutions under this Agreement. You are solely responsible for the credit card and/or payment information you provide to Tracking Solutions, and you must promptly inform Tracking Solutions of any change to the issuer, account number, expiration date, security code or other information necessary for Tracking Solutions to charge that credit card or other payment source.
- Term and Renewal. Tracking Solutions provides and you purchase, the Service for the term specified in your Invoice, or if your Invoice does not specify the duration of the term, then for the duration of the term specified in the Agreement for that Service. Unless either Tracking Solutions or you provide notice of termination to the other party in the manner described below, your Service will automatically renew on the same terms (except as described in Section 4 of this Services Agreement) for successive renewal terms. Each renewal term will be for the duration specified in your Invoice or Agreement.
- You own the intellectual property rights and all good will associated with your trademarks and all copyrighted works and confidential information that you deliver to Tracking Solutions (the "Client Intellectual Property"). Depending upon the Service we provide to you, we may ask that you provide to us images, videos, written, visual and auditory content, materials, and the like, (the "content") and when you do provide content to Tracking Solutions, you certify that you own or have the legal right to use the provided content.
- Tracking Solutions, the Third Party Suppliers, and their respective licensors own the intellectual property rights and all good will associated with the following (the "Tracking Solutions Intellectual Property"): (a) their trademarks, copyrighted work, confidential information and other intellectual property and proprietary rights associated with their respective Services; and (b) all suggestions, ideas, enhancements, requests, feedback, recommendations, comments and other information that you or your agents provide to Tracking Solutions relating to the Services (and you hereby assign all right, title, and interest in and to that information to Tracking Solutions).
- To the extent Tracking Solutions delivers or makes any Tracking Solutions Intellectual Property to you in connection with the Services, and subject to your compliance with this Agreement, Tracking Solutions grants you a limited, nonexclusive license to use those Services and the related Tracking Solutions Intellectual Property in the course and scope of your business during the term of your Service and as your Service may be renewed as described in Section 6 of this Services Agreement. The rights described in the preceding sentence will terminate if at any time you: (a) use the Services as a service bureau or to provide administrative services to any other person; (b) sell, resell, license, sublicense, transfer, assign, disclose, distribute or otherwise commercially exploit the Services to any other person, including your customers; (c) copy or modify the Services; (d) reverse engineer the Services; (e) access or use the Services to create goods, services, information or features that are similar to the Services or otherwise to compete with the Services. To the extent you create any derivative works of a Service or any Tracking Solutions Intellectual Property (for example, an enhancement, revision, translation, adaptation, abridgement, condensation, expansion, collection, compilation or any other transformation of a work that is based upon a Service or any Tracking Solutions Intellectual Property), you hereby assign to Tracking Solutions, and Tracking Solutions will own, all right, title and interest in and to that derivative work.
- DISCLAIMERS AND LIMITATIONS.
- ALL SERVICES ARE PROVIDED ON AN "AS IS," AND "AS AVAILABLE" BASIS EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, AND YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE SERVICES OR THE DOWNLOADING OF ANY MATERIAL AND/OR DATA FROM ANY SOURCE PROVIDED BY Tracking Solutions, A THIRD PARTY SUPPLIER, OR THEIR RESPECTIVE LICENSORS AND OTHER CONTRACTORS. Tracking Solutions, ON ITS OWN BEHALF AND ON BEHALF OF THE THIRD PARTY SUPPLIERS AND THEIR RESPECTIVE LICENSORS AND OTHER CONTRACTORS, EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COURSE OF DEALING AND USAGE IN THE TRADE. WITHOUT LIMITING THE PRECEDING, NEITHER Tracking Solutions NOR THE THIRD PARTY SUPPLIERS OR THEIR RESPECTIVE LICENSORS OR OTHER CONTRACTORS WARRANT THAT THE SERVICES (a) WILL BE SUITABLE FOR OR WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; (b) WILL BE EFFECTIVE OR WILL ACHIEVE ANY PARTICULAR RESULTS OR BUSINESS OBJECTIVES; (c) WILL BE UNINTERRUPTED, TIMELY, SECURE, RELIABLE, ERROR FREE OR FREE OF VIRUSES OR OTHER HARMFUL OR DISABLING CODE OR WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; OR (d) WILL INCLUDE OR GENERATE INFORMATION THAT IS ACCURATE OR RELIABLE. TO THE EXTENT ANYONE AT Tracking Solutions PURPORTS TO MODIFY THESE LIMITATIONS, YOU MAY RELY ON THAT MODIFICATION ONLY IF IT IS DESCRIBED IN REASONABLE DETAIL IN WRITING AND HAS BEEN SIGNED BY AN OFFICER OF Tracking Solutions. [SOME STATES DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, AND SOME OF THE EXCLUSIONS IN THIS AGREEMENT MAY NOT APPLY TO YOU.]
- Neither Tracking Solutions, the Third Party Suppliers nor their respective licensors and other contractors will have any liability, and they expressly disclaim any responsibility, for any losses, damages, liabilities, costs or expenses, resulting from or relating to: (a) access delays or access interruptions; (b) data non-delivery or data miss-delivery; (c) force majeure events; (d) the unauthorized use or misuse of your log-on information; (e) errors, omissions, or misstatements in, or your inability to use, any Services; (f) the deletion of or failure to store email messages; (g) the development or interruption of your website; and (h) limitations, incompatibilities, defects, or other problems inherent in xml, xkms, or any other standard that is not controlled solely by Tracking Solutions.
- TO THE EXTENT PERMITTED BY LAW, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO ANY SERVICES OR THIS AGREEMENT MUST BE FILED WITHIN ONE YEAR AFTER THAT CLAIM OR CAUSE OF ACTION AROSE OR THAT CLAIM WILL BE FOREVER BARRED.
- NEITHER Tracking Solutions, THE THIRD PARTY SUPPLIERS NOR THEIR RESPECTIVE LICENSORS OR CONTRACTORS WILL BE LIABLE FOR ANY LOST PROFITS, LOSS OF USE, COST OF CURE OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES EVEN IF TRACKING SOLUTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. TRACKING SOLUTIONS' ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY, IN LAW, IN EQUITY OR OTHERWISE, WITH RESPECT TO ANY SERVICE, TRACKING SOLUTIONS' NEGLIGENCE AND/OR ITS BREACH OF THIS AGREEMENT, IS LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICE GIVING RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE DATE THE CLAIM AROSE. [TO THE EXTENT THAT A STATE DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY DESCRIBED IN THIS SECTION, TRACKING SOLUTIONS' LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW IN THOSE STATES.]
- None of the preceding disclaimers, exclusions or limitations will apply to (a) your failure to pay the fees and other charges for the Services, and any attorney fees incurred by TRACKING SOLUTIONS under Sections 4 and/or 5 of this Services Agreement in connection with the collection of those amounts; (b) either party's breach of Section 8 (Ownership) or Section 9 (Licenses) of this Services Agreement; or amounts paid or payable to unrelated third parties under Section 10 (Indemnity) of this Services Agreement and related defense costs.
- TRACKING SOLUTIONS will release, indemnify, defend and hold harmless you and your agents, employees, officers, directors, shareholders, affiliates and assigns (collectively, the "Client Indemnitees") from all liabilities, claims, damages, costs and expenses, including reasonable attorney fees and expenses (each, an "Indemnified Loss"), relating to or arising out of (a) TRACKING SOLUTIONS' breach of this Agreement [or negligence], or (b) copyright infringement specifically relating to TRACKING SOLUTIONS-provided components or TRACKING SOLUTIONS-provided content in the TRACKING SOLUTIONS Services (other than Third Party Services) that we provide to you.
- You will release, indemnify, defend and hold harmless TRACKING SOLUTIONS, the person providing the Third Party Services and any of their licensors, contractors, agents, employees, officers, directors, shareholders, affiliates and assigns (collectively, the "TRACKING SOLUTIONS Indemnitees") from all Indemnified Losses, relating to or arising out of (a) your breach of this Agreement or negligence; (b) a claim by any person providing Third Party Services; (c) the inclusion of any other person's trademarks in any metatags or other elements of a Service; (d) any comments, documents or other content that any persons posts on your website or any other public electronic forum associated with you, your goods, services or other products; or (e) any goods, services, information, material or content on your website or which you provide to Tracking Solutions for us to use on your behalf.
- As a condition to receiving the protections described in this Section 11, the person entitled to those protections (the "Indemnitee") must (a) provide the party obligated to provide those protections (the "Indemnitor") prompt notice of any claim that might give rise to an Indemnified Loss (except that failure to give prompt notice will not limit, impair or otherwise affect the Indemnitee's rights unless the Indemnitor is prejudiced by that failure, and then only to the extent of the prejudice); and (b) give the Indemnitor full and complete authority (including settlement authority), information and assistance for the defense of that claim; and neither party will settle any such claim without the other party's prior written consent except that the Indemnitor may enter into a settlement agreement as long as it includes a full and final release of all claims against the Indemnitee, does not admit fault or liability by the Indemnitee and does not impose any continuing obligations on the Indemnitee.
- As a condition of using this software you will release, indemnify, defend and hold harmless any contributor of the Tracking Solutions for any injuries that occur as you are teaching/coaching others. You agree that you have been trained in the sport/business that you are using Tracking Solutions for in regards to the level of the drills that you are viewing from Tracking Solutions.
- Termination of Service, Solution, or Product.
- If you breach any part of this Agreement, Tracking Solutions may, in its sole and exclusive discretion, immediately and without notice to you, disable your log in information or suspend making the Services available; however, any fees payable for those Services will continue to accrue for those suspended Services, and you will continue to pay all fees that accrue during the period of suspension.
- You may terminate this Agreement as it applies to any or all Services if Tracking Solutions breaches any of its obligations, representations or warranties under this Agreement and fails to cure that breach within 30 days following the date Tracking Solutions receives written notice describing in reasonable detail the nature of that breach.
- Tracking Solutions may terminate this Agreement as it applies to any or all Services immediately without notice if you or any of your agents breach Tracking Solutions' acceptable use of Services as set forth in this Agreement, including the policy found in Section 8 (Ownership) or Section 9 (Licenses) of this Services Agreement or any other provision of this Agreement if the breach is incapable of cure. Tracking Solutions may terminate the Agreement as it applies to any or all Services if you or any of your agents breach any other provision of the Agreement and fail to cure that breach within 30 days following the date Tracking Solutions sends you written notice describing in reasonable detail the nature of that breach.
- Certain Third Party Services may have additional requirements regarding termination; those requirements may be described in the applicable Agreement or in documentation provided or made available by the Third Party Suppliers.
- Tracking Solutions reserves the right to terminate providing or supporting a Service, Solution, or Product for any reason. In the event of a termination Tracking Solutions will provide you with as much notice as is reasonably possible under the circumstances of such termination; however termination related to functionality may occur immediately and without any notice. (For example, a functionality termination may occur in relation to software or hardware failure or support changes.)
- Effect of Termination. Unless otherwise specified in your Invoice or Agreement, you will not receive a refund of any amounts you have paid if this Agreement is terminated, and you may incur additional fees as described in the Agreement for the affected Services (e.g., when a fee is payable in installments). If the Agreement terminates as a result of your breach of the Agreement, you will pay, in addition to all outstanding fees, the costs of that termination, including reasonable costs that Tracking Solutions incurs in closing your account and terminating your receipt of the Service(s). You will pay those fees and costs within 30 days of your receipt of an invoice from Tracking Solutions for those costs. Upon termination of the Agreement for any reason, you will destroy the original and all copies of the works, materials and other deliverables that Tracking Solutions provided or made available to you under this Agreement or that Addendum, and Tracking Solutions may delete the information in its possession or under its control related to you.
- Your Representations, Warranties and Promises. You represent, warrant and agree that: (a) you have the power and authority to enter into and perform your obligations under the Agreement, (b) you are of legal age to enter into the Agreement; (c) your use the Services will not directly or indirectly (i) infringe or misappropriate the intellectual property, publicity or legal rights of any other person; or (ii) violate any court order, contract or other obligation by which you are bound; (d) you will comply with the Policies and the other provisions of the Agreement; and (e) you will comply with applicable law.
- Notices. Except as expressly provided otherwise in this Agreement, all notices to Tracking Solutions must be in writing and delivered via overnight courier or certified mail, return receipt requested, to SkillTracker,LLC, Attention: SkillTracker ADMIN 9850 S. 54th Street, Franklin, WI 53132 USA. Tracking Solutions may deliver notices to you by sending them to the mailing address or email address that you provided when you placed an order, provided your Billing information, or opened an account with Tracking Solutions, and as you may have updated that information.
- Announcements. When sending information to you, Tracking Solutions intends to comply with Federal and State laws relating to unwanted communications. Unless you comply with any opt-out or unsubscribe options Tracking Solutions may provide, you authorize Tracking Solutions to contact you at the telephone number or email or postal address you provided to Tracking Solutions (as you may update that information) regarding information that Tracking Solutions believes may be of interest to you. Notices, messages, announcements, and communications may include transactional or relationship content, commercial content, telephone solicitations, and other information such as marketing suggestions, account suggestions, changes, upgrades, new products, or services.
- Interpretation. Section and paragraph headings are for convenience only and do not affect the meaning or interpretation of this Agreement. You have had the opportunity to have the Agreement reviewed by your attorneys; therefore, no rule of construction or interpretation that disfavors Tracking Solutions or that favors you will apply to the interpretation of this Agreement. Instead, this Agreement will be interpreted according to the fair meaning of its terms. The term "affiliate" means, with respect to a named individual or entity, any individual, association, partnership, corporation or other entity controlling, controlled by, or under common control with the named individual or entity on the effective date of this Agreement or at any time following that effective date. The term "and/or" means each and all of the persons, words, provisions or items connected by that term; i.e., it has a joint and several meaning. The term "applicable law" or words of similar import mean the laws, regulations, conventions, treaties, administrative rules, ordinances, court orders and other legal requirements of any governmental authority that has jurisdiction over or governs any person. The term "business day" means Monday through Friday excluding legal holidays observed by the United States Government. Any other reference to a "day" means a calendar day. The term "control" means the power to direct or cause the direction of the management and policies of an individual or entity, whether through the ownership of voting securities, by contract, or otherwise. The words "includes" and "including" are not limiting in any way and mean "includes or including without limitation." The words "must", "shall" and "will" are synonyms, and each means the action is mandatory rather than permissive. The word "person" includes individuals, corporations, partnerships, limited liability companies, co-operatives, associations and other natural and legal persons. To the extent a person's acceptance, consent, approval, authorization, determination, specification or similar action is required or permitted under any provision in this Agreement, that person may grant, withhold or condition that consent, approval, authorization, determination or specification in its sole discretion unless expressly stated otherwise in that provision.
- Governing Law; Jurisdiction and Venue. This Agreement and any disputes under the Agreement or related in any way to the Services will be governed in all respects by and construed in accordance with the laws of the State of Wisconsin and, to the extent applicable, the federal laws of the United States of America, excluding their conflict of laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods. You agree (a) to submit to the jurisdiction of and venue in the state and federal courts located in the State of Oregon and (b) not to initiate any legal proceeding against Tracking Solutions in any other jurisdiction. BOTH PARTIES WAIVE ANY RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION BROUGHT IN CONNECTION WITH THIS AGREEMENT.
- Export Restrictions. You will not import, export, or re-export directly or indirectly, any Service in violation of applicable law.
- US Government Users. If Tracking Solutions provides any Service to a US Government User, that Service and any software and/or accompanying documentation for that Service are "commercial items," as those terms are defined in 48 CFR 2.101, they consist of "commercial computer software" and "commercial computer software documentation," as those terms are used in 48 CFR 12.212 and they are provided to the US Government only as commercial end items. All US Government entities that have the right to use the Services will have only those rights described in this Agreement.
- Force Majeure. Neither party will be deemed in default under this Agreement, nor will it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations under this Agreement due to causes beyond its control including earthquake; flood; fire; storm; natural disaster; act of God; war; terrorism; armed conflict; labor strike; lockout; boycott; supplier failures, shortages, breaches, or delays; or any law, order regulation, direction, action or request of the government; or any other cause or circumstance, whether of a similar or dissimilar nature to the preceding, beyond the reasonable control of the affected party, provided that the party relying upon this section (a) gives the other party prompt written notice of that situation and, in any event, within five days of its discovery of that situation; and (b) takes all steps reasonably necessary under the circumstances to mitigate the effects of that force majeure event. If a force majeure event extends for a period in excess of 30 days, either party may immediately terminate the Agreement related to the affected Service.
- Amendments & Changes to the General Terms. Tracking Solutions may revise, add to, delete from, or modify these terms at any time without liability. Changes to the General Terms will not apply retroactively and will become effective 7 days after posting; however changes to functionality or those made for legal reasons will be effective immediately. The General Terms, as they apply to any specific Agreement, may be revised during the term of that Agreement and those revisions will not apply retroactively but will become effective 7 days after posting; however revisions to functionality, for legal reasons, or if imposed by a Third Party Provider, will be effective immediately. The revised Terms will be posted at www.Tracking Solutions.com/legal. You should look at these Terms regularly. Shortly before the deadline for notice of termination described in Section 6 of this Services Agreement, you should review the current versions of the General Terms, any relevant Agreement, and the Policies that are available on the Tracking Solutions website to determine if you are willing to be bound by those documents. If you are not willing to be bound by any revision to those posted documents, you must prevent renewal of your Service by notifying Tracking Solutions in the manner described in the Agreement.
- Miscellaneous. Tracking Solutions is one of your independent contractors. Tracking Solutions is not your partner, employee or joint venturer. Except for the Client Indemnitees and the Tracking Solutions Indemnitees, there are no intended third party beneficiaries of this Agreement. You will not assign or transfer the Agreement or any of your rights or obligations under this Agreement without Tracking Solutions's prior written consent. Tracking Solutions may assign or transfer to another the Services or Agreements we provide to you, and may allow you to do so with the written permission of Tracking Solutions. The Agreement will inure to the benefit of and be binding upon each permitted successor or assigns of the parties. Each provision in the Agreement will be treated as a separate and independent clause, and the unenforceability of any one clause will not impair the enforceability of any other clause in this Agreement. Moreover, if any provision of the Agreement is for any reason be held to be void or unenforceable as written, the parties intend that (a) such provision of the Agreement be enforced to the extent permitted by law, and (b) the balance of the Agreement remain in full force and effect. No waiver of any provision of the Agreement will be effective unless it is in writing and signed by an authorized officer of Tracking Solutions, and either party's granting of a waiver on one occasion will not affect its right to enforce that provision or any other provision of the Agreement at a later time.
- Entire Agreement. The Agreement contains the entire understanding and agreement of the parties with respect to the matters it addresses, and it supersedes all previous agreements, statements and promises made by either party that are not contained in the Agreement. Most updated agreement that you agree to review and adhere to will be located at www.trackingsolutions,org/license.html.
Date Last Revised: 02/18/2023 © SkillTracker,LLC All rights reserved.