This Subscription Agreement (the “Agreement”) is a legal agreement between you and EZTrackIt.com (the “Website”) and contains the complete terms of your subscription to use our service.
You expressly agree that this Agreement is a valid and binding document, which is enforceable against your business or organization in accordance with its terms, and that you were provided the opportunity to review the terms and consult with legal counsel before providing your consent to the terms set forth herein, which was voluntarily and freely given.
By confirming your consent to this Agreement, you agree to be bound by the terms set forth below.
1. OUR WEBSITE AND SERVICES
EZTrackit.com is a software service platform designed to enable corporate mailrooms, mail and parcel centers, student residence halls, and residential buildings to manage and track delivered packages (the “Service”).
Our platform includes the ability to check in and out items or packages, log all important data for those items, recipient notification via email or text, controlled access to item information for the client or the recipient, smartphone integration, signature capture, and even the ability to track items across multiple waypoints over time.
2. TERMS OF SUBSCRIPTION
(a) Rights to Access our Service. When you subscribe to our Service, we will grant your business or organization a nonexclusive, nontransferable license for the term of your subscription to access, use, and display our Service at your designated business location on an unlimited number of employee or independent contractor computer workstations. Your subscription entitles you to log into our Service up five thousand (5000) packages per day at your designated location. We may expand your subscription to cover additional packages per day if you enter into a separate written agreement with us. You agree and acknowledge that your rights are limited to the scope of your subscription, and that any use of our software service platform which expands the scope of your subscription shall constitute a material breach of this Agreement.
(b) Platform Rights; Restrictions. You acknowledge and agree that we own all right, title, and interest in our Website and the software service platform comprising our Service, including but not limited to any code, designs, graphics, text, videos, databases, logos, and trade names. You agree and acknowledge that we may modify, suspend, or discontinue offering any part of our Service at any time, including but not limited to any feature, database, or content. You acknowledge and agree that in our sole and absolute discretion we may impose limits on certain features and services or restrict your access to part or all of our software service platform at any time without notice or liability to you.
(c) Prohibited Uses. You agree that neither you nor any employee, independent contractor, agent, representative, or third party on behalf of your business or organization shall, directly or indirectly, do any of the following:
(i) Copy, modify, reproduce, adapt, translate, or create derivative works of our software service platform;
(ii) Reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code, structure, ideas, algorithms, file formats, programming, interoperability interfaces, or sequence and organization of the software service platform;
(iii) Rent, lease, loan, sell, resell, use, or provide unauthorized access to the software service platform to any third party for any reason;
(iv) Use any device, spider, robot, automatic software, device, or manual process to hinder, impede, or attempt to obstruct the proper functioning of the software service platform or to monitor the use of the software service platform;
(v) Use any network monitoring of discovery software or device to determine the architecture of the software service platform or extract information or statistics about usage or user identities;
(vi) Take any action that in our sole discretion imposes an unreasonable or disproportionately large load on the software service platform;
(vii) Use the software service platform in a way to disseminate content that is in our sole discretion abusive, defamatory, obscene, or infringing on intellectual property laws;
(viii) Violate any applicable law, statute, ordinance, or regulation, including but not limited to using our Service to track illegal items;
(ix) Use the software service platform to disseminate any software viruses or any other computer code, files, or programs that may interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment; or
(x) Use the Service or software service platform to send unwanted email or other communication to any recipient in our database without his or her consent.
(d) Subscriptions. We make available subscriptions on a monthly or annual basis. Prices are in accordance with our then-current published rates when you subscribe to our service. Monthly subscriptions are billed upon renewal of each monthly subscription and are charged automatically to your designated credit card on file with us on the first day of the new subscription period. If you sign up for an annual subscription, we will bill you for the annual fee thirty (30) days prior to expiration of the subscription. You may elect to have us bill the annual subscription fee to your designated credit card on file with us, or alternatively, you may request that we send you a purchase order and accept payment by check from you. In the event we do not receive payment upon expiration of any monthly or annual subscription, we will give you a four (4) day grace period to make payment. If, at the end of the four (4) day grace period, we are still unable to process the charges to your designated credit card on file with us and/or have not received the payment, then we will suspend your Service until we receive payment and your expired subscription is renewed.
(e) Cancellation. Subscriber may cancel its subscription at any time by providing an email requesting cancellation to info@EZTrackit.com. We also reserve the right to cancel your subscription at any time for any reason. In the event of cancellation, you will be responsible for the pro-rated portion of the fees incurred through the date of cancellation, but we will refund to you any overpaid subscription fees.
(f) Termination. We reserve the right to terminate your subscription immediately without notice and permanently suspend your Service in the event you materially breach any term or condition of this Agreement.
(g) Chargeback. In the event that Subscriber charges back a subscription fee after such fee was due and payable, we will treat the chargeback as a material breach of the subscription. We reserve the right to terminate your Service immediately without notice. In addition, we reserve the right to send the charged back fee(s) to our designated collection agency, in which case you agree to be responsible for all collection charges or attorneys’ fees incurred as a result of our collection activities on your account.
3. OPERATION OF WEBSITE AND SERVICE
We use commercially reasonable efforts to maintain our Website and Service and to keep it operating on a twenty-four (24) hour, seven (7) day a week basis, free from bugs, errors, technical problems, or defects. If, at any time in the future, we identify any bugs, errors, technical problems, or defects, then we will immediately assign technicians to address and resolve the issue.
If you become aware of an error, bug, or other technical problem, then you should notify us immediately of the incident and provide us with the following information:
(a) Description of the Incident. The specific sequence of events which generated the incident, and a full description;
(b) Description of Error Message. The exact wording of any error messages, if applicable; and
(c) Description of Discovery of Incident. Any special circumstances surrounding the discovery of the incident for which you are seeking technical support.
We cannot guarantee that your access or use of our Website and Service will be uninterrupted, or that the Website and Service will be available at all times. We can assume no liability or responsibility for any delay, interruption, downtime, or loss of content or information. In the event of any outage, we will make all commercially reasonable efforts to resume operation of the Website as soon as possible.
We will give you prior notice in advance of any scheduled service outage for maintenance purposes.
Any support will be made available to you at our sole discretion and will become part of the Service and subject to the terms of this Agreement. You agree and acknowledge that our Service performs automatic communications with our services over the Internet to provide the Service and transmit bug fixes, patches, upgrades, and enhancements. You hereby consent to such communications. You are solely responsible for maintaining Internet service and for the payment of any charges incurred through the use of our Service.
You agree that we solely own all right, title, and interest in the EZTrackit.com trademarks. You acknowledge and agree that you may not remove or alter any trademark, trade names, logos, or other proprietary notices on our Website and software service platform.
5. ELECTRONIC COMMUNICATIONS
We expressly disclaim any liability for the privacy of e-mail addresses, mailing address, registration and identification information, disk space, communications, confidential or trade-secret information, or any other content stored in our Service, transmitted over networks accessed by our Service, or otherwise connected during your use of the Service.
(a) Backup. We back up all data entered into our Service by Subscribers on both a daily and weekly basis.
(b) Storage. We will store all package information logged into our Service for a period of eighteen (18) months following its entry into our Service.
(c) Security. We do not allow our employees or independent contractors to have access to your data.
(d) Privacy. We do not sell, loan, share, or in any way distribute any Subscriber’s data regarding package recipients. In addition, we will never directly contact your recipients for any purpose. We will never send an email or text message to a package recipient unless:
(i) You log a package for your recipient into our Service;
(ii) You add a new recipient into your database and we send that recipient a welcome email; or
(iii) Your recipient requests a new password and we send a forgot password reminder or reset password message.
If you are entering into this Agreement on behalf of a business or organization, you represent and warrant that you are the owner of the business, or if not, that you have the full power and authority to enter into this Agreement on behalf of the organization and that you have provided true, accurate, and correct information
You further warrant and represent that your obligations under this Agreement will not conflict with or violate any contractual obligations under any other Agreement with any third party or a violation of any other applicable law or regulation. You also warrant and represent that you or your organization (a) will comply with the terms, conditions, obligations, representations, and warranties set forth in this Agreement; (b) will abide by all the terms and conditions set forth herein; (c) will be financially responsible for all payments due and payable under this Agreement; and (d) will perform your responsibilities and obligations under the Agreement in accordance with your representations and warranties hereunder.
You agree that the software service platform is provided “as is” and without a warranty of any kind. Your use of the Service and your reliance on any information contained therein shall be at your sole risk. We make no warranty that your access to the Website will be continuous, uninterrupted, bug-free, error-free, virus-free, free of defects, or free of technical problems, or nor that any information will be accurate or complete. We will, however, use reasonable care to provide uninterrupted, bug-free, error-free service.
TO THE EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF QUIET ENJOYMENT, PERFORMANCE, ACCURACY, RELIABILITY, NON-INFRINGEMENT, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The disclaimer of warranty constitutes an essential part of this Agreement. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.
8. CONSEQUENTIAL DAMAGES; LIMITATION OF LIABILITY
You agree that neither we will not be liable to you for any indirect, consequential, special, punitive, or exemplary damages, arising out of or in connection with this Agreement, including but not limited to damages for loss of profits, loss of data, loss of use, loss of goodwill, loss of business opportunities, work stoppage, accuracy of results, or other intangible losses (even if we have been advised of the possibility of such damages). Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation and exclusion may not apply to you.
Our liability to you for all claims in the aggregate shall in no event exceed the greater of the aggregate amount of all fees actually collected by us from you in the year immediately preceding the events from which arose the claim. Some jurisdictions do not allow the limitation of liability, so these limitations may not apply to you.
9. RELEASE OF CLAIMS
To the maximum extent permitted by applicable law, you hereby release and waive all claims against us and our officers, employees, independent contractors, representatives, and agents, including any and all liability for damages (actual and or consequential), costs and expenses (including litigation costs and attorneys’ fees) of every kind and nature arising from or in any way related to our Service or software service platform including but not limited to any claim that a package you logged onto our system was lost, damaged, stolen, or destroyed.
If applicable, you waive your rights under California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” You understand that any fact relating to any matter covered by this release may be found to be other than now believed to be true, and accept and assume the risk of such possible differences in fact. In addition, you expressly waive and relinquish any and all rights which you may have had under any other state or federal statute or common law principle of similar effect, to the fullest extent permitted by law.
You and your business or organization expressly agrees to indemnify, defend, and hold harmless us and our officers, employees, independent contractors, representatives, and agents against any third party claim arising from this Agreement and/or your use or reliance on our Service and software service platform, including but not limited to any damages, costs, expenses, suits, judgments, litigation costs, and attorneys fees arising from such claim.
11. ENTIRE UNDERSTANDING
You agree that this Agreement contains our entire understanding with respect to the subject matter contained herein, and that the Agreement shall supersede all prior agreements and understandings with us, whether written or oral. You agree that there will be no restrictions, promises, covenants, or understandings other than those expressly set forth herein, and that no rights or duties on the part of either party are to be implied or inferred beyond those expressly provided for in this Agreement.
12. GOVERNING LAW; DISPUTE RESOLUTION
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles. All disputes arising under this Agreement shall be submitted to binding arbitration in New York, New York under the Commercial Rules of the American Arbitration Association by one arbitrator mutually agreed upon by you and us in accordance with the aforementioned Rules. The costs of arbitration, including administrative and arbitrators’ fees, shall be shared equally by each of us. The arbitration award shall be final and each of us shall comply in good faith to the entry of the arbitrator’s award in any court having jurisdiction. If judicial enforcement or review is sought, then the prevailing party shall be entitled to costs and reasonable attorney’s fees. All claims that you bring against us must be resolved in accordance with this Section. All claims filed or brought against us contrary to the terms of this Section shall be considered improperly filed. Should you file a claim contrary to this Section, you agree that we may recover attorneys’ fees and costs for the improperly filed claim, provided that we have notified you in writing of the issue and you have failed to properly withdraw the claim.
You agree that if any provision of this Agreement is held unenforceable or in conflict with the law of any jurisdiction, the validity of the remaining provisions shall not be affected by such holding. You agree that we will negotiate and amend in good faith any such provision in a manner consistent with our intentions, if any invalid or unenforceable provision affects your or either party’s consideration under this Agreement.
You agree that the terms of this Agreement shall automatically be assigned in the event of a merger or acquisition of all or substantially all of either party’s business assets and be binding upon the successor business entity.
We may modify our standard Agreement terms at any time, but you will only be bound by our amended terms if you expressly accept the terms of our modified Agreement when you enter into a new subscription with us.
Any notices required or permitted to be given to us hereunder shall be sent to the address set forth below, or to such other address that we specify in writing. Such notice shall be deemed to be given upon personal delivery or three (3) days after the date of mailing when sent by certified or registered mail, postage prepaid. The notice shall be sent as follows:
Attn: Legal Department
|459 Columbus Avenue #708|
|New York, NY 10024|
No waiver by us of any breach of this Agreement, no matter how long continuing or how often repeated, shall be deemed a waiver of any subsequent breach thereof, nor shall any delay or omission on the part of either of us to exercise any right, power, or privilege hereunder be deemed a waiver of any such right, power, or privilege.
Should you have any questions, complaints, or other concerns about this Agreement, or you want to contact us for any other reason, then you should direct all communications to our email address at info@EZTrackit.com.