Effective Date: April 25, 2024

1. These Terms of Service Are a Legally Binding Agreement.

   These TrackSurePro Terms of Service (hereinafter, “Terms”) state your legal rights, responsibilities, and remedies. When the Terms refer to “we”, “us”, or “our”, it means TrackSurePro LLC. By accepting these terms and using our services, you and your organization agree to be bound by and comply with the Terms. As such, these Terms constitute a legally binding agreement governing your usage and access to our services. You further agree to be bound by any other terms or policies that we make available, including additions and updates issued or made from time to time, each of which are incorporated by reference to these Terms.

2. Services Provided.

   We offer services through our proprietary software and applications to automate the tracking and monitoring metrics and requirements of subcontractors, vendors, and other data important to you running your business. To get these services, you must subscribe to one of our plans and agree to pay the monthly fee for that plan. You are permitted to use only the service plan for which you have subscribed and paid, and your use of the services is subject to your compliance with these Terms.

3. Modification of Terms.

   These Terms are subject to change from time to time as we develop our offerings and improve our services. If we do change the Terms, the revised Terms will supersede the prior versions. Unless we say differently, the changes to the Terms will be effective on the “Effective Date” listed at the top of this page. We will give you advanced notice of any changes to the Terms and we agree that changes to the terms cannot be made retroactively. If any revisions to the Terms impact you or your business and you object to any changes, you may terminate your subscription to the Services according to the terms below. Your continued use of the Services constitutes your acceptance of any revisions.

4. Training, Customer Support, and Disclosure of Information.

   We use commercially reasonable practices to offer training and support to you for the services for which you have subscribed. You may contact us or access training videos through the Knowledge Base in the application. You agree not to disclose any confidential or sensitive information, or trade secrets, of yours and/or your client(s) during a communication with us.

5. User Rights, Restrictions, and Responsibilities.

   On the conditions that you (1) timely pay the fees set forth in your plan and comply with the Terms, we authorize you to use the services for which you have subscribed on a non-exclusive, non-transferrable, and limited basis, solely for your business purposes. You agree to use the services in compliance with all federal, state, and local law and regulations. You agree to use commercially reasonable efforts to prevent unauthorized use of the services. Parties that are direct competitors of ours are not permitted to use the services. You agree that you are not a competitor of ours and will not disclose the services or information in any manner to third parties who are direct competitors of ours. We reserve the right to determine unauthorized use of the services and such determination is in our sole discretion. You agree that you are legally responsible for all activity from authorized users and unauthorized uses which you have not used commercially reasonable efforts to prevent. You agree that we may disable or discontinue service for any unauthorized use of your account. You agree that your obligation to refrain from unauthorized use continues and is enforceable after your service is terminated to the fullest extent of the law in every respect including but not limited to geographical and temporal limitations. Nothing in this section or these Terms shall be construed as a waiver of our right to pursue legal action to enforce our rights and remedies arising from your unauthorized use or failure to prevent unauthorized use as defined in this section.

6. Term of Service and Termination.

   You may terminate your service pursuant to these Terms at any time. We operate on a monthly scaled basis as reflected in the plans and pricing stated on our website. Paying users are bound to pay for the entire month even if they terminate prior to the end of the month.

7. Fees, Payment, and Taxes.

   Fees for services are reflected in the plans and pricing stated on our website. Payment shall be required immediately upon the accrual of the record threshold having been met by your usage. We reserve the right to disable your services for the failure to make timely payment. You acknowledge that we do not collect taxes of any kind and agree that you are responsible for the payment of any taxes relevant to your jurisdiction or situation.

8. Representations and Warranties.

   You represent and warrant that (1) you have all necessary authority to enter into and perform your obligations under these Terms without the consent of any third party or breach of any contract or agreement with any third party; and (2) you will use the Services only for lawful purposes in accordance with these Terms and any and all applicable TrackSurePro policies and guidelines made available to you.

9. Disclaimer of Warranties.

   TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, IN LAW OR FROM A COURSE OF DEALING OR USE OF TRADE, AS TO ANY MATTER, INCLUDING THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SOFTWARE OR THE SERVICES WILL MEET ALL OF YOUR REQUIREMENTS OR THAT THE USE OF THE SOFTWARE OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THE SOFTWARE AND SERVICES ARE PROVIDED TO YOU ON AN “AS IS” BASIS AND YOUR USE OF SOFTWARE AND SERVICES IS AT YOUR OWN RISK, INCLUDING, WITHOUT LIMITATION, COMPLIANCE WITH ANY LAWS, RULES, OR REGULATIONS. THE PARTIES EXPRESSLY ACKNOWLEDGE THAT THE DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THE AGREEMENT. WE HEREBY EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS, RULES, OR REGULATIONS. THIS DISCLAIMER APPLIES TO BUT IS NOT LIMITED TO ANY FEDERAL OR STATE STATUTES OR REGULATIONS THAT MAY BE APPLICABLE TO YOU. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES IS IN ACCORDANCE WITH THE APPLICABLE LAW.
   IF YOU ARE DISSATISFIED WITH THE SERVICES OR THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP USING THE SERVICES.

10. Confidential, Sensitive, and/or Private Information.

    To the extent that you come into possession of documents or information including but not limited to tax identification, social security, driver license, policy, or other numbers and information, you agree to exclude and/or permanently redact such information from records you track with our software and services. You agree that you are responsible for any breach of our software, regardless of who is liable for such breach, that discloses such information which you did not exclude or redact.
    Neither you nor we shall disclose to any third party any information or materials provided by the other party hereunder and reasonably understood to be confidential (“Confidential Information”) without the other party’s prior written consent, except as otherwise expressly permitted under these Terms of Service; provided, however, TrackSurePro may use and disclose your Confidential Information in accordance with our Terms and policies as necessary to provide the services. The foregoing restrictions do not apply to (i) any information that is in the public domain or already in the receiving party’s possession, (ii) was known to the receiving party prior to the date of disclosure, (iii) becomes known to the receiving party thereafter from a third party having an apparent bona fide right to disclose the information, or (iv) Confidential Information that the receiving party is obligated to produce pursuant to a court order or a valid administrative subpoena, providing receiving party provides disclosing party of timely notice of such court order or subpoena. (unless receiving party is legally precluded from providing such notice).
    You agree to ensure that your authorized users keep all passwords and other access information to the Services in strict confidence.
    This section will survive termination or expiration of your subscription to the Services.

11. Miscellaneous Terms.

    1. Indemnification and Limitation of Liability.
    2. Neither your acceptance of these terms nor your use of the software or services creates a joint venture, agency, partnership, or employment relationship between you and us. You are solely responsible for managing your employees and for any and all compensation, taxes, benefits and liabilities to your employees and any of your other representatives or service providers.
    3. We may without restriction transfer or assign our rights and/or obligations pursuant to these Terms at our sole discretion. You shall not transfer or assign your access to services or rights arising from these Terms without our express, written consent. If applicable according to the preceding provisions of this paragraph, these Terms will bind such successors and assigns.
    4. These Terms are subject to the laws of the State of Tennessee both with respect to the substantive law of the matter and the choice of law provisions. You agree that the jurisdiction and venue for any action is in Williamson County, Tennessee.
    5. You agree that notices or updates to these terms may be provided within the software and services application and/or email you have provided to us. It is your responsibility to maintain access to and update your email address.