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Website Terms of Service

Effective: April 6th, 2017

The website (including all pages of the website) located at TrackBill.com is owned and operated by TrackBill, LLC, an Illinois limited liability company ("Company"). These Terms of Service ("Terms of Service") govern your (sometimes referred to as "you" or "your") interaction with Company, including your use of the TrackBill.com website, any Content (as defined below), and/or other products or services that are offered or provided by Company (collectively, the "Site"), and these Terms of Service are a binding contract between you and Company.

The disclaimers, terms and conditions on these pages are of general application and may be supplemented by additional policies, procedures, disclaimers, guidelines, rules, terms or conditions of specific application disclosed by Company, including through a registration process or other means. In the event of a conflict between the Terms of Service and any additional policies, procedures, disclaimers, guidelines, rules, terms or conditions of specific application, the additional policies, procedures, disclaimers, guidelines, rules, terms or conditions of specific application shall control.

BY USING OR OTHERWISE ACCESSING THE SITE, POSTING OR DOWNLOADING CONTENT OR ANY OTHER INFORMATION TO OR FROM THE SITE, YOU HEREBY AGREE TO, AND SHALL BE SUBJECT TO, THESE TERMS OF SERVICE. IF YOU DO NOT UNEQUIVOCALLY AGREE, YOU MAY NOT USE OR OTHERWISE ACCESS THE SITE, POST OR DOWNLOAD CONTENT, OR ANY OTHER INFORMATION TO OR FROM THE SITE.

General Terms of Service and Restrictions on Use

Company hereby grants to you a limited, revocable, nonexclusive, non-assignable, non-transferable license to access and use the Site solely for your own internal purposes. All rights not otherwise expressly granted by these Terms of Service are reserved by Company. Except as otherwise expressly permitted by Company, you agree not to reproduce, duplicate, copy, distribute, transmit, sell, trade, resell or exploit for any purpose any portion of or any information from the Site. You may not obscure or remove any proprietary rights notices contained in or on the Site or any Content. Company may discontinue or alter any aspect of the Site, remove Content from the Site, restrict the time the Site is available or restrict the amount of use permitted at Company's sole discretion and without prior notice or liability to you or any other party. You agree that Company may, under certain circumstances and with or without cause, immediately restrict, suspend and/or terminate your access to the Site or any part thereof. You further agree that such measures shall be taken in Company's sole discretion and without liability to you or any third party.

Unless otherwise specifically noted in these Terms of Service or on the Site, any images, trademarks, service marks, logos and icons displayed on the Site are the property of Company and/or its licensors or third party affiliates, and may not be used without Company's prior written consent. Any unauthorized use of any Content, whether owned by Company or other parties, may violate copyright laws, trademark laws, privacy and publicity laws and communications regulations and statutes. You agree not to copy, reverse engineer, disassemble, decompile, translate, modify, reproduce, republish, transmit, sell, offer for sale, disseminate or redistribute the intellectual property found in the Site or any part thereof or grant any other person or entity the right or access to do so.

Content

You acknowledge that the Site may contain or provide access to information, software, photos, video, text, graphics, music, sounds or other material provided by Company or third parties (collectively, "Content") that are protected by copyrights, patents, trademarks, trade secrets or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed.

The Site may also contain features to enable you or other users to post, submit, publish, display, transmit, or deliver Content (collectively, "User Content"). All User Content is considered non-confidential and non-proprietary, as well as the intellectual property of the specific user of the Site who posts such User Content. Company does not make any warranties or representations regarding any of the User Content, and Company does not approve, endorse, sanction, encourage, verify or agree with any User Content or other message posted by its users or otherwise embodied in the Content. Company is not and will not be liable for any Content or User Content that may be offensive, indecent, vulgar, defamatory or otherwise objectionable.

By posting, submitting, publishing, displaying, transmitting or delivering User Content, you hereby grant to Company (and its affiliates, successors, and assigns) an irrevocable, assignable, transferable, sub-licensable, nonexclusive, worldwide, perpetual, royalty-free license to use, reproduce, modify, edit, adapt, publish, translate, display, distribute, sell, offer to sell, and otherwise exploit such User Content, including with the right to sublicense and create derivative works of and compilations incorporating such User Content. You represent and warrant to Company that: (i) you own or control all rights in and to the User Content and have the right to grant Company (and its affiliates, successors, and assigns) the above license; and (ii) all of your User Content does and will comply with these Terms of Service. You further understand and agree that you are solely responsible for any User Content that you post, submit, publish, display, transmit, or deliver, and you, not Company, have full responsibility for such User Content, including its legality, reliability, accuracy, and appropriateness. Company is not responsible or liable to you or any third party for the content or accuracy of any User Content posted by you or any other user of the Site.

Company does not generally monitor or otherwise remove User Content after it is posted on the Site, except as required or permitted by law or otherwise in the sole discretion of Company, and Company cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, Company assumes no liability for any action or inaction regarding transmissions, communications, or content provided by you, any other user or any third party. However, Company reserves the right to remove any and all User Content for any or no reason (and without notice), including removing any material that Company feels, in its sole discretion, is actually or potentially inappropriate, offensive, illegal or harmful in any respect or which may violate these Terms of Service. Furthermore, Company may disclose your or any user's identity or other information about you or any user to any third party who claims that certain User Content posted by you or such other user violates their rights, including their intellectual property rights or their right to privacy. Company may also take appropriate legal action, including without limitation referral to law enforcement, for any illegal or unauthorized use of the Site or posting of User Content.

Content Standards

These content standards apply to any and all User Content and use of the Site. User Content must, in its entirety, comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Content must not: (i) contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable; (ii) promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (iii) infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person; (iv) violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Service and the Privacy Policy (described below); (v) be likely to deceive any person; (vi) promote any illegal activity, or advocate, promote, or assist any unlawful act; (vii) cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person; (viii) impersonate any person, or misrepresent your identity or affiliation with any person or organization; (ix) involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter, or advertising; or (x) give the impression that they emanate from or are endorsed by Company or any other person or entity, if this is not the case.

Paid Memberships

All purchases and subscriptions through the Site or other transactions for the sale of services or information formed through the Site or resulting from visits made by you are governed by our Terms of Sale, which are hereby incorporated into these Terms of Service.

Additional terms and conditions may also apply to specific portions, services or features of the Site. All such additional terms and conditions are hereby incorporated by this reference into these Terms of Service.

User Representations

You hereby represent and warrant to Company that you (i) are over the age of 18 or the age of majority in your jurisdiction, and otherwise have the power and authority to enter into and perform your obligations under these Terms of Service; (ii) all information provided by you to Company is truthful, accurate and complete; and (iii) you will comply with all terms and conditions of these Terms of Service, the Privacy Policy, the Terms of Sale (if applicable), and any other agreement to which you are subject and that is related to your use of the Site (or any part thereof). For any User Content that you post via the Site, you hereby represent and warrant that: (a) you are owner of such User Content or otherwise have the right to grant Company the licenses granted pursuant to these Terms of Service; (b) you have secured any and all consents necessary to post the User Content and to grant the foregoing licenses; (c) the User Content does not violate the Content Standards (as described above); (d) the User Content does not violate rights of any third party, including, without limitation, the intellectual property, privacy or publicity rights of any third party, and the User Content does not contain any personally identifiable information about any third party in violation of such party's rights; and (e) the use of any User Content by Company, its users, or any other third party will not result in harm or personal injury to any third party.

Prohibited Uses

You agree not to: (a) use of the Site to post material or information that, intentionally or unintentionally violates the Content Standards (described above); (b) use of the Site to interfere, disrupt or attempt to gain unauthorized access to other accounts on the Site or any other computer network; (c) use of the Site to post viruses, trojan horses or any other malicious code or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware, system or telecommunications equipment; (d) reverse engineer, disassemble or decompile, or otherwise reverse engineer or attempt to reverse engineer or derive code from any information accessible through the Site (including, without limitation, data packets transmitted to and from the Site over the Internet), or analyze, decipher, "sniff," derive code from, or attempt to analyze, decipher, "sniff," or derive code from any packet stream transmitted to or from the Site, whether encrypted or not, or permit any third party to do any of the same, and you hereby expressly waive any legal rights you may have to do so, (e) use of the Site to post any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or other fraudulent schemes, or any other form of solicitation; or (f) use of the Site to engage in any activity that, as determined by Company, may intentionally or unintentionally violate these Terms of Service, violate any applicable laws or regulations or conflict with the spirit or intent of these Terms of Service.

Release / Indemnification

The owner of the Site is based in the state of Missouri in the United States of America. Company provides this Site for use only by persons located in the United States. Company makes no claims that the Site or any of its Content is accessible or appropriate outside of the United States. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside the United States and/or transmit any information or data from outside the United States into the United States, you do so on your own initiative and are solely responsible for compliance with all local laws.

You agree to release Company, its affiliates, and their respective licensors, service providers, contractors, employees, agents, officers, directors, owners, successors and assigns from all liabilities and obligations whatsoever in connection with or arising from your use of the Site. If at any time you are not happy with the Site or object to any material within the Site, your sole remedy is to cease using the Site and/or accessing such material.

You agree to defend, indemnify and hold harmless Company, its affiliates, and their respective licensors, service providers, contractors, employees, agents, officers, directors, owners, successors and assigns from and against all claims, liabilities, damages, losses or expenses, including, but not limited to, attorneys' fees and litigation costs and expenses, arising out of or in any way connected with: (i) your access to or use of the Site or any part thereof; (ii) any User Content you post, submit, publish, display, transmit, or deliver via the Site, and any User Content of other users that you access or view via the Site; (iii) a breach or alleged breach by you of any of your representations, warranties, covenants or obligations under these Terms of Service, the Privacy Policy, and/or the Terms of Sale; (iv) any infringement or misappropriation of any intellectual property rights or other rights of Company or any third parties by you; or (v) any of your actions or omissions, including any negligence or willful misconduct by you.

PLEASE NOTE THE FOLLOWING IMPORTANT DISCLAIMERS OF WARRANTIES:

EXCLUSION OF WARRANTIES / DISCLAIMER

You understand that Company cannot and does not guarantee or warrant that data, information, files, or other materials available for downloading from the internet or the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Site for any backups of data or reconstruction of any lost data.

TO THE FULLEST EXTENT PROVIDED BY LAW, COMPANY AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK. THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER COMPANY NOR ANY PERSON ASSOCIATED WITH COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER COMPANY NOR ANYONE ASSOCIATED WITH COMPANY REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE, OR RESULTS OF THE USE THEREOF, CAN BE RELIED UPON OR WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

PLEASE ALSO NOTE THE FOLLOWING IMPORTANT LIMITATIONS OF LIABILITY:

LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, COMPANY, ITS AFFILIATES, OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, CONTRACTORS, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, MANAGERS, OWNERS, SUCCESSORS OR ASSIGNS SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE), ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), EVEN IF FORESEEABLE.

FURTHERMORE, YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL COMPANY'S (INCLUDING ITS AFFILIATES' AND THEIR RESPECTIVE LICENSORS', SERVICE PROVIDERS', CONTRACTORS', EMPLOYEES', AGENTS', OFFICERS', DIRECTORS', MANAGERS', OWNERS', SUCCESSORS' OR ASSIGNS') TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SITE OR THE SERVICE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

LIMITATION TO FILE CLAIMS

TO THE FULLEST EXTENT PROVIDED BY LAW, ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE SITE MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Copyright and Copyright Notices

Reporting Claims of Copyright Infringement

Company respects the intellectual property of others, and Company asks you and its other users to do the same. Company will respond to notices of alleged copyright infringement that comply with applicable law. If you believe that your work has been copied in a way that constitutes copyright infringement, please notify Company's Copyright Agent (identified below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. ยง 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following:

Company's designated Copyright Agent to receive DMCA Notices is:

Copyright Agent
TrackBill, LLC
1017 Olive Street, Suite 700
Saint Louis, MO 63101
202-827-5496
Email: support@trackbill.com

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Please be aware that if you knowingly materially misrepresent that material or activity on the Site is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.

Counter-Notification Procedures

If you believe that material you posted on the Site was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with Company (a "Counter-Notice") by submitting written notification to its Copyright Agent (identified below). Pursuant to the DMCA, the Counter-Notice must include substantially the following:

Completed Counter-Notices should be sent to:

Copyright Agent
TrackBill, LLC
1017 Olive Street, Suite 700
Saint Louis, MO 63101
202-827-5496
Email: support@trackbill.com

The DMCA allows Company to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice.

Please be aware that if you knowingly materially misrepresent that material or activity on the Site was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.

Governing Law

The validity and effect of these Terms of Service shall be governed by and construed and enforced in accordance with the laws of Missouri, without regard to its conflicts or choice of laws principles. The Uniform Computer Information Transactions Act shall not apply to these Terms of Service. Any legal action or proceeding arising out of or relating to these Terms of Service shall be instituted in state court located in the State of Missouri in the County of St. Louis or in the United States District Court for the Eastern District, and you and Company irrevocably submit to the exclusive jurisdiction of such courts in any such action or proceeding.

Miscellaneous Terms

Preliminary Injunctive Relief

You agree that a breach or threatened breach of the provisions of these Terms of Service would cause Company irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, Company will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

Attorneys' Fees

In any legal action or proceeding, you agree that the prevailing party will be entitled to reasonable fees of attorneys, accountants and other professionals, and costs and expenses in addition to any other relief to which the prevailing party may be entitled.

Waiver; Cumulative Remedies

No waiver by Company of any term or condition set out in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Company to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision. The rights and remedies in these Terms of Service are not exclusive of, but are cumulative to, any rights or remedies now or subsequently existing at law, in equity, by statute or otherwise, except in those cases where these Terms of Service specifies that a particular remedy is sole or exclusive.

Severability

If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.

Entire Agreement

These Terms of Service, the Privacy Policy, the Terms of Sale (if applicable) and any other applicable policies, procedures, disclaimers, guidelines, rules, or terms and conditions of specific application constitute the sole and entire agreement between you and Company regarding the Site and they supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Site.

Interpretation

Headings contained in these Terms of Service are for reference purposes only and are not to affect the meaning or interpretation of these Terms of Service. For purposes of these Terms of Service, (i) the words "include", "includes" and "including" and any other forms of "include" are deemed to be followed by the words "without limitation"; (ii) the word "or" is not exclusive; (iii) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; (iv) words denoting any gender include all genders; and (v) a derivative of a defined term shall have the meaning appropriate to the context of its use. References: (i) to content posted on any website referred to in these Terms of Service shall mean such content as it may be revised from time-to-time; (ii) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time-to-time to the extent permitted by the provisions thereof; and (iii) to a law or statute means such law or statute as amended from time-to-time and includes any successor legislation thereto and any regulations promulgated thereunder.

Changes to our Policies

Company reserves the right to change, modify, add or remove all or portions of these Terms of Service from time-to-time in its sole discretion. All changes are effective immediately when Company posts them, and apply to all access to and use of the Site thereafter. Your continued use of the Site following the posting of revised Terms of Service means that you accept and agree to the changes. You are expected to check this page each time you access the Site, so you are aware of any changes, as they are binding on you.

Notices

All feedback, inquiries, comments, notices (other than Copyright Notices, as described above), and other communications relating to the Site should be directed to:

TrackBill, LLC
1017 Olive Street, Suite 700
Saint Louis, MO 63101
202-827-5496
Email: support@trackbill.com