ShortTrack reserves the right at any time to modify, suspend, or discontinue providing, temporarily or permanently, the Software Services or any part thereof in its sole discretion with or without notice. ShortTrack shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Software Services.
You acknowledge that ShortTrack does not own or control the web browser you use to access the Software Services. The owner of the web browser has reserved the right to change their browser and/or features without your or ShortTrack's consent, and may impact your ability to access the Software Services. ShortTrack has no obligation or responsibility to address such browser issues.
The information entered into this software by you or any other user will herein be referred to as "Content". ShortTrack does not pre-screen Content, but ShortTrack and its designee have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Software Services. It is your responsibility to ensure that you are authorized to enter any client's data into the software. ShortTrack has no liability for any data that is unlawfully attained or used by you. You are responsible for ensuring that you do not accidentally make any private Content publicly available. You understand and agree that ShortTrack cannot be responsible for the Content posted on or through the Software Services. The user account information that you enter here, specifically your name and contact information, shall be referred to below as "User Data."
Any Content that you may receive from other users of the Software Services, is provided to you AS IS for your information and personal use only and you agree not to use, copy, reproduce, distribute, transmit, broadcast, display, sell, license or otherwise exploit such Content for any purpose, without the express written consent of the person who owns the rights to such Content. In the course of using the Software Services, if you come across any Content with copyright notice(s) or any copy protection feature(s), you agree not to remove such copyright notice(s) or disable such copy protection feature(s) as the case may be. By making any copyrighted/copyrightable Content available on the Software Services you affirm that you have the consent, authorization or permission, as the case may be, from every person who may claim any rights in such Content, to make such Content available in such manner. Further, by making any Content available in the manner aforementioned, you expressly agree that ShortTrack will have the right to block access to or remove such Content made available by you, if ShortTrack receives complaints concerning any illegality or infringement of third party rights in such Content. By using the Software Services and transmitting or publishing any Content using the Software Services, you expressly consent to determination of questions of illegality or infringement of third party rights in such Content by the agent designated by ShortTrack for this purpose.
You must be a registered user to access the Software Services. You are responsible for keeping your password secure. ShortTrack cannot and will not be liable for any loss or damage from your failure to comply with this security obligation. You will be solely responsible and liable for any activity that occurs under your user name. If you lose your password, you can reset it only through ShortTrack's Forgot Password email validation system.
You must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process. We recommend that you, and all other users from your organization, sign up for user accounts by providing your corporate contact information, as applicable. In particular, we recommend that you use your corporate email address. You agree to: a) provide true, accurate, current and complete information about yourself as prompted by the sign up process; and b) maintain and promptly update the information provided during sign up to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, outdated, or incomplete, or if ShortTrack has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, ShortTrack may terminate your user account and refuse current or future use of any or all of the Software Services.
The Software Services may collect certain non-personally identifiable information that resides on your device, including, without limitation, statistics relating to how often it is used, performance metrics relating to the Software Services, and configuration settings. This information collected will be sent to ShortTrack and may be used by ShortTrack without restriction.
When you enter your data during use of the Software Services, you agree that ShortTrack may copy, store, and transmit across networks such data as part of the Software Services.
We respect your right to ownership of content created or stored by you. You own the Content created or stored by you. Unless specifically permitted by you, your use of the Software Services does not grant ShortTrack the license to reproduce, publish or distribute the Content created by you or stored in your user account for ShortTrack's commercial, marketing or any similar purpose. But you grant ShortTrack permission to access, copy, distribute, store, transmit, reformat, publicly display and publicly perform the Content of your user account as required for the purpose of providing the Software Services to you. You further grant ShortTrack permission to use the User Data entered for ShortTrack's internal commercial, marketing or other similar purpose. At no time will ShortTrack sell any User Data to another entity or individual, unless such sale is part of the merger or acquisition of ShortTrack by that entity or individual.
If your bandwidth usage or storage usage significantly exceeds the average usage (as determined solely by ShortTrack) of other ShortTrack customers, ShortTrack reserves the right to disable your license or throttle your file hosting until you can reduce your utilization.
The Software Services and their structure, organization, source code, and documentation contain valuable trade secrets of ShortTrack and its licensors, and accordingly you agree not to (and agree not to allow third parties to) (1) sublicense, lease, rent, loan, transfer, or distribute any aspect of the Software Services or any derivative thereof to any third party, (2) modify, adapt, translate, or prepare derivative works from the Software Services, (3) decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Software Services, (4) extract portions of the software's files for use in other applications, or (5) remove, obscure, or alter ShortTrack's or any third party's trademarks or copyright or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Software Services.
The look and feel of the Software Services is ©2007-2012 ShortTrack. All rights reserved. You may not duplicate, copy, or reuse any portion of the JS/HTML/CSS or visual design elements without express written permission from ShortTrack.
A valid credit card is required for your full access license. Exceptions for payment by check or bank ACH are at the sole discretion of ShortTrack. Current pricing for the Software Services can be found on ShortTrack's website at http://www.myshorttrack.com/pricing/ . All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.
Prices of all Software Services, including but not limited to monthly subscription plan fees to the Software Services, are subject to change upon 30 days notice from us. Such notice may be provided at any time by posting the changes to the ShortTrack web site, www.myShortTrack.com, or to the Software Services.
For any upgrade or downgrade in the Service, your credit card that you provided will automatically be charged the new rate on your next billing cycle. Downgrading your Software Services may cause the loss of Content, features, or capacity of your license. ShortTrack does not accept any liability for such loss.
You are solely responsible for properly canceling your license. You can cancel your license at any time by submitting a support ticket on http://support.myshorttrack.com with your account information. Upon cancellation of your license, all of your Content may be immediately deleted from the ShortTrack servers. This information cannot be recovered once your license is cancelled.
ShortTrack reserves the right to refuse or discontinue access to any user at any time at its sole discretion and to refuse any and all current or future use of the Software Services for any reason at any time. Verbal, physical, written or other abuse (including threats of abuse or retribution) of any ShortTrack customer, employee, or associate will result in immediate license termination. Such termination of the Software Services will result in the deactivation or deletion of your license or your access to your account, and the forfeiture and relinquishment of all Content associated with your license.
The terms of the Sections entitled Consent to Collect Non-Personal Information; Intellectual Property; Disclaimer of Warranties; Limitation of Liability; Governing Law, Dispute Resolution, and Venue; and Entire Agreement and Assignment will survive expiration or termination.
If your license to access terminates, other than for your failure to comply, ShortTrack will use commercially reasonable efforts to make your Data available for you by request only for a period of thirty (30) days. ShortTrack has no obligation to provide you with a copy of your Data and may remove and discard any Data.
You agree that ShortTrack shall have the right to automatically and without notice renew your license to use the Software Services upon expiration of your license period, and that as part of such renewal ShortTrack shall have the right to charge the applicable renewal fees and any applicable taxes to any credit card payment method on file with your account. You agree that if you elect to not permit ShortTrack the right to automatically renew your license to use the Software Services or maintain your credit card information on file, then ShortTrack may terminate your license.
You agree that you must provide written notice of your intent to cancel your license twenty-four hours prior to the date that your license will be renewed. If you elect to discontinue your license to the Software Services prior to that time, you will not owe any funds for license renewal. You are responsible for ensuring that ShortTrack has current and accurate records necessary to renew your license, including without limitation, your credit card payment data.
At no time will a refund be issued for a subscription period of less than one calendar month. ShortTrack does not offer any refunds for purchases of the Software Services, except as expressly provided in this Agreement.
We may offer certain versions of the Software Services as closed or open beta services ("Beta Service" or "Beta Services") for the purpose of testing and evaluation. You agree that we have the sole authority and discretion to determine the period of time for testing and evaluation of Beta Services. We will be the sole judge of the success of such testing and the decision, if any, to offer the Beta Services as commercial services. You will be under no obligation to acquire a subscription to use any paid Service as a result of your subscription to any Beta Service. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Services with or without notice to you. You agree that ShortTrack will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the Beta Services for any reason.
You acknowledge that ShortTrack or third parties own all right, title and interest in and to the computer source code related to the Software Services, portions thereof, or software or content provided through or in conjunction with the Software Services, including without limitation all intellectual property rights. Except for the license granted in this Section, all rights in and to the Software Services are reserved, and no implied licenses are granted by ShortTrack.
If you have comments on the Software Services or ideas on how to improve them, please visit http://myShortTrack.com/feedback. Please note that by doing so, you also grant ShortTrack a perpetual, royalty-free, irrevocable, transferable license, with right of sublicense, to use and incorporate your ideas or comments into the Software Services (or third party software, content, or services), and to otherwise exploit your ideas and comments, in each case without further compensation.
You understand that ShortTrack uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Software Services and that at all times ShortTrack employs commercially reasonable security methods to protect its data.
You agree to be solely responsible for the contents of your transmissions through the Software Services. You agree not to use the Software Services for illegal purposes or for the transmission of material that is unlawful, defamatory, harassing, libelous, invasive of another's privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or is otherwise objectionable, offends religious sentiments, promotes racism, contains viruses, or that which infringes or may infringe intellectual property or other rights of another. You agree not to use the Software Services for the transmission of "junk mail", "spam", "chain letters", "phishing" or unsolicited mass distribution of email. We reserve the right to terminate your access to the Software Services if there are reasonable grounds to believe that you have used the Software Services for any illegal or unauthorized activity.
We reserve the right to terminate unpaid user accounts that are inactive for a continuous period of 120 days. In the event of such termination, all data associated with such user account will be deleted. We will provide you prior notice of such termination and backup of your data by email. If at least one subscriber in an associated transaction is still active, the account will not be considered inactive.
THE SOFTWARE SERVICES AND ANY THIRD PARTY SOFTWARE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH NO WARRANTIES WHATSOEVER. SHORTTRACK AND SUCH THIRD PARTIES EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS AND ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SOFTWARE SERVICES AND SUCH THIRD PARTY SOFTWARE OR SERVICES. SHORTTRACK SPECIFICALLY DOES NOT WARRANT THAT (I) THE SOFTWARE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS, (II) THE SOFTWARE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SOFTWARE SERVICES WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE SERVICES WILL BE CORRECTED.
YOU UNDERSTAND AND AGREE THAT YOU USE THE SOFTWARE SERVICES, AND ALL THIRD PARTY SOFTWARE OR SERVICES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SOFTWARE SERVICES, AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE SOFTWARE SERVICES AND SUCH THIRD PARTY SOFTWARE AND SERVICES. SHORTTRACK MAKES NO GUARANTEES TO THE PERFORMANCE OF THE SOFTWARE SERVICES, INCLUDING SERVER, WEB HOSTING, ACCESSIBILITY, LOGIN, ABNORMALITIES, SOFTWARE BUGS, USER LOSS OF DATA OR ANY OTHER NON-PERFORMANCE ISSUES. SHORTTRACK FURTHER WARRANTS THERE IS NO EXPECTATION OF TRAINING OR EDUCATION REGARDING THE USE THE SOFTWARE SERVICES.
SHORTTRACK IS A SOFTWARE COMPANY AND DOES NOT BUY OR SELL PROPERTY OR REPRESENT BUYERS OR SELLERS IN ANY TRANSACTIONS. ANY REALTORS, LISTING AND SELLING AGENTS, SHORT SALE NEGOTIATORS, SHORT SALE NEGOTIATION COMPANIES, BANKS, INVESTORS, BUYERS, SELLERS OR TITLE COMPANIES ARE NOT AFFILIATED WITH SHORTTRACK IN ANY WAY. YOU MUST DO YOUR OWN DUE DILIGENCE ON OTHER PARTIES THAT YOU MAY, OF YOUR OWN ACCORD, CHOOSE TO WORK WITH. YOU ACKNOWLEDGE THAT SHORTTRACK IN NO WAY RECOMMENDS ANY PARTY TO HELP FACILITATE ANY REAL ESTATE OR OTHER TRANSACTION.
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.
UNDER NO CIRCUMSTANCES SHALL SHORTTRACK, OR ITS SUPPLIERS, RESELLERS, PARTNERS OR THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF SHORTTRACK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM OR RELATED TO (I) THE USE OR THE INABILITY TO USE THE SOFTWARE SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SOFTWARE SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SOFTWARE SERVICES; (V) OR ANY OTHER MATTER RELATING TO THE SOFTWARE SERVICES.
WITHOUT LIMITING THE FOREGOING, THE TOTAL AGGREGATE LIABILITY OF SHORTTRACK, AND ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT, IF ANY, PAID BY YOU TO SHORTTRACK FOR THE SOFTWARE SERVICES. IF THE SOFTWARE SERVICES ARE PROVIDED WITHOUT CHARGE, THEN SHORTTRACK AND ITS SUPPLIERS SHALL HAVE NO LIABILITY TO YOU WHATSOEVER.
THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SOFTWARE SERVICES, FROM INABILITY TO USE THE SOFTWARE SERVICES, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SOFTWARE SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, OR DIRECT DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
THE SOFTWARE SERVICES ARE NOT INTENDED FOR USE IN CONNECTION WITH ANY NUCLEAR, AVIATION, MASS TRANSIT, OR MEDICAL APPLICATION OR ANY OTHER INHERENTLY DANGEROUS APPLICATION THAT COULD RESULT IN DEATH, PERSONAL INJURY, CATASTROPHIC DAMAGE, OR MASS DESTRUCTION, AND LICENSEE AGREES THAT LICENSOR WILL HAVE NO LIABILITY OF ANY NATURE AS A RESULT OF ANY SUCH USE OF THE SOFTWARE SERVICES.
You acknowledge and agree that the Software Services which are the subject of this Agreement may be controlled for export purposes. You agree to comply with all United States export laws and regulations. You assume sole responsibility for any required export approval and/or licenses and all related costs and for the violation of any United States export law or regulation. If you are located in a country subject to embargo by the United States government, you are not entitled to use the Software Services.
The failure of ShortTrack to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision. If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, the remainder of this Agreement will continue in full force and effect.
This agreement will be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to any conflict of laws and provisions that would require the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
All domestic (U.S.) disputes arising under or relating to this Agreement shall be resolved by final and binding arbitration conducted before a single arbitrator pursuant to the commercial arbitration rules of Resolute Systems, Inc. that were in force as of April 30, 2008. Notwithstanding the provisions governing domestic dispute arbitration, any dispute arising under this Agreement that involves a dispute between ShortTrack and a person who is neither a citizen nor a resident of the United States, shall, at either party's request, be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules, with such arbitration to be conducted in USA.
The administrative expenses, arbitrator fees, and facility charges associated with the arbitration, whether domestic or international, shall be split equally between the parties. Each party shall be solely responsible for its attorney fees, expert witness fees, and other costs, fees, and expenses.
The arbitrator shall render a naked award. Judgment on any arbitral award under this Agreement may be entered in any court of competent jurisdiction. It is the intent of the parties that neither the award nor any resulting judgment has res judicata (claim preclusion) or collateral estoppel (issue preclusion) effects except as between the parties themselves.
The arbitration undertaking in this Agreement shall be governed by, construed, and interpreted in accordance with the Federal Arbitration Act, 9 U.S.C. 1 et seq. and, in the case of arbitrations involving one or more non-U.S. parties, by the Convention on the Recognition and Enforcement of Foreign Arbitral Awards and the U.S. legislation implementing the same, 9 U.S.C. 201 et seq.
To the extent that the Arbitration provisions of this Agreement do not apply, this Agreement will be subject to the exclusive jurisdiction of the state and federal courts serving Cook County, Illinois, United States, and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts, except that nothing will prohibit ShortTrack from instituting an action in any court of competent jurisdiction to obtain injunctive relief or protect or enforce its intellectual property rights.
You may not assign or transfer any of your rights or obligations under this Agreement to a third party without the prior written consent of ShortTrack. ShortTrack may freely assign this Agreement. Any attempted assignment or transfer in violation of the foregoing will be void from the beginning.
small Updated: November 10, 2012