Trackmeet Terms of Service

1. Legal Agreement

These Terms of Service apply to You, a user of the Service, and constitute a binding, legal agreement (“Agreement”) between You, as an individual (“You”), or if You are using the Service as part of your job responsibilities, the legal entity that You represent (“You”) and Latitude Geographics Group Ltd. (“Latitude”). Please read all the terms and conditions of this Agreement carefully. By using the Service, You agree that You are bound by the terms and conditions of this Agreement, and You represent and warrant that You have full power, authority and legal capacity to enter into this Agreement.

2. Definitions

Authorized User” means a single individual who is authorized to be a user of the Service.

Service” means the provision on a Software as a Service basis of non-exclusive use and access to the Software, and associated hosting and support services as described herein.

Software” means Latitude’s proprietary software used by Latitude to deliver the Service, made available to You on a “Software as a Service” basis, and all updates and associated documentation thereto made available as a part of the Service pursuant to this Agreement.

3. Use of the Software and Service

You may use the Software and Service for the purpose of interacting with the Latitude, strictly in accordance with Section 4, Section 6, and Section 7 of this Agreement.

4. Your Warranty

4.1 You agree to be fully responsible and liable for all use of the Service by Authorized Users and their compliance with the terms of this Agreement. You agree to notify Latitude if You are aware of any unauthorized use of the Service by Authorized Users, or by persons who are not Authorized Users who use any user names, passwords, or other credentials of Authorized Users.

4.2 You warrant and agree not to:

i. Disclose, copy, share, transfer, or allow access, directly or indirectly, to the Software or Service, including but not limited to any exchange through social media, except as expressly permitted in Section 3 of this Agreement.

ii. Use the Service to send or otherwise make available any viruses, Trojan horses, worms, corrupted files, or any other similar software that may damage another’s data, computer or property;

iii. Access the Service or use any information derived from use of the Software or Service in order to build a competitive product or service.

5. Limitation of Liability and Disclaimers

5.1 Your use of the Service is at your sole risk. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

5.2 You understand that Latitude uses third party vendors and hosting partners (http://azure.microsoft.com/en-us/support/legal/subscription-agreement/) to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.

5.3 Internet Disclaimer—BOTH PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A NETWORK OF PRIVATE AND PUBLIC NETWORKS, AND THAT (1) THE INTERNET IS NOT A SECURE INFRASTRUCTURE, (2) NEITHER PARTY HAS CONTROL OVER THE INTERNET, AND (3) NEITHER PARTY IS LIABLE FOR DAMAGES UNDER ANY THEORY OF LAW RELATED TO THE DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE REGULATION OF THE INTERNET THAT MIGHT RESTRICT OR PROHIBIT THE OPERATION OF THE SERVICE.

5.4 General Disclaimer—LATITUDE DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR COMPLETENESS, NONINTERFERENCE, SYSTEM INTEGRATION, AND NONINFRINGEMENT. LATITUDE DOES NOT WARRANT THAT THE SOFTWARE, SERVICES, OR DOCUMENTATION WILL MEET YOUR NEEDS, OR THAT YOUR OPERATION OF THE SAME WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL NONCONFORMITIES CAN OR WILL BE CORRECTED.

6. Intellectual Property

You agree that Latitude owns all intellectual property rights in and to the Software and the Service, including but not limited to the look and feel, structure, organization, design, algorithms, templates, data models, logic flow, text, graphics, logos, and screen displays associated therewith. You will not reverse engineer, decompile or disassemble the Software, or otherwise attempt to reconstruct or discover the source code for the Software. You further agree not to resell, lease, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party for such third party’s benefit. Latitude reserves all rights in the Software and the Service not expressly granted to You hereunder.

7. Confidentiality

Confidential Information” means any information or data that is disclosed by one party to the other party pursuant to this Agreement, including the Service and Software, as well as the structure, organization, design, algorithms, templates, data models, logic flow, and screen displays associated with the Service and Software. Confidential Information does not include information that the receiving party can show: (a) is or becomes publicly known or available without breach of this Agreement; (b) is received by a receiving party from a third party without breach of any obligation of confidentiality; or (c) was previously known by the receiving party as shown by its written records.

7.1 A receiving party agrees: (a) to hold the disclosing party’s Confidential Information in confidence, and to protect the disclosing party’s Confidential Information in the same manner that it protects the confidentiality of its own similar confidential information (but in no event using less than reasonable care); and (b) except as expressly authorized by this Agreement, not to, directly or indirectly, use, disclose, copy, transfer or allow access to the disclosing party’s Confidential Information. Notwithstanding the foregoing, a receiving party may disclose Confidential Information of the disclosing party as required by law, applicable regulatory authorities, or court order; in such event, such party shall use diligent efforts to inform the other party prior to any such required disclosure.

7.2 Each party acknowledges and agrees that any violation of this Section 7 may cause the disclosing party irreparable injury for which the disclosing party would have no adequate remedy at law, and that the disclosing party shall be entitled to preliminary and other injunctive relief against the receiving party for any such violation. Such injunctive relief shall be in addition to, and not in limitation of, all other remedies or rights that disclosing party shall have at law or in equity.

7.3 Upon termination or expiration of this Agreement, the receiving party will return to the disclosing party or destroy all Confidential Information delivered or disclosed to the receiving party.

7.4 You agree to the terms of Trackmeet’s privacy policy.

8. Notices

We may provide you with legal notices and notices related to your account via email using the email address associated with your account. We may provide you with other marketing or business-related information, including information about Service updates or changes, via email or via our blog, which is located at the URL blog.gotrackmeet.com.

9. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia without reference to its conflict of laws principles. The parties agree to use best efforts to resolve any dispute arising out of or relating to this Agreement through negotiation.