Updated on March 14, 2007
Welcome to the mTraks, Inc. ("mTraks") content management and file download platform consisting of web sites, services, software applications and networks that allows for the authorized download and distribution of digital content over the internet (the "mTraks Platform"). mTraks is not a mega-corporation. We were founded by independent punk record label owner Dey Martin of Naked Jain Records: he put together a group of brilliant computer geeks, that also happen to be rabid music lovers, and together they are on a mission to shake things up a bit. mTraks is a killer social music community that puts ‘em all to shame. mTraks is one FOR musical artists and their labels, that promotes the equitable sale and distribution of their independently produced music throughout the entire universe. What a concept!
The following Terms of Service for the mTraks Platform is a legal contract between you, either an individual subscriber, customer, member, or user of at least 13 years of age or a single entity ("You" or, collectively, "Users"), and mTraks regarding your use of the mTraks Platform.
PLEASE READ CAREFULLY THE FOLLOWING TERMS OF SERVICE. BY REGISTERING FOR, ACCESSING, BROWSING, DOWNLOADING FROM OR USING THE MTRAKS PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING ANY ADDITIONAL GUIDELINES AND FUTURE MODIFICATIONS (COLLECTIVELY, THE "TERMS"). IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY TERMINATE YOUR USE OF THE MTRAKS PLATFORM.
IF YOU ARE USING OR OPENING AN ACCOUNT WITH MTRAKS ON BEHALF OF A COMPANY, ENTITY, OR ORGANIZATION (COLLECTIVELY, A "SUBSCRIBING ORGANIZATION") THEN YOU REPRESENT AND WARRANT THAT YOU: (I) ARE AN AUTHORIZED REPRESENTATIVE OF THAT SUBSCRIBING ORGANIZATION WITH THE AUTHORITY TO BIND SUCH ORGANIZATION TO THESE TERMS; (II) HAVE READ THE FOREGOING TERMS; (III) UNDERSTAND THESE TERMS, AND (IV) AGREE TO THESE TERMS ON BEHALF OF SUCH SUBSCRIBING ORGANIZATION.
The mTraks Platform is not available to persons under the age of 13 or to any users previously suspended or removed from the mTraks Platform by mTraks. BY DOWNLOADING, INSTALLING OR OTHERWISE USING THE MTRAKS PLATFORM, YOU REPRESENT THAT YOU ARE AT LEAST 13 YEARS OF AGE AND HAVE NOT BEEN PREVIOUSLY SUSPENDED OR REMOVED FROM THE MTRAKS PLATFORM.
Your privacy is important to mTraks. mTraks's Privacy Policy is hereby incorporated into these Terms by reference. Please read this notice carefully for information relating to mTraks's collection, use, and disclosure of your personal information.
The mTraks Terms of Sale is hereby incorporated into these Terms by reference. Please see the mTraks Terms of Sale for information regarding any product or service that you have purchased on the mTraks Platform.
When using the mTraks Platform, you will be subject to any additional posted guidelines or rules applicable to specific services and features which may be posted from time to time (the "Guidelines"). All such Guidelines are hereby incorporated by reference into these Terms.
As used herein, the term “Commercial Content” means any content made available by third-party content providers and licensed by you for a fee.
mTraks reserves the right, at our discretion, to change, modify, add, or remove portions of these Terms at any time. Please check these Terms and any Guidelines periodically for changes. Your continued use of the mTraks Platform after the posting of changes constitutes your binding acceptance of such changes. For any material changes to these Terms, such amended terms will automatically be effective thirty days after they are initially posted on the mTraks Platform. We will always make a reasonable effort to notify you if we do change these Terms.
Please note that since we respect artist rights, it is mTraks’s policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act (the “DMCA”). For more information, please go to mTraks's DMCA Notification Guidelines. Please note that mTraks will promptly terminate without notice any User's access to the mTraks Platform if that User is determined by mTraks to be a "repeat infringer." A repeat infringer is a User who has been notified by mTraks of infringing activity violations more than twice and/or who has had their Artist Content or any other user-submitted content removed from the mTraks Platform more than twice.
In order to download content from the mTraks Platform, you must sign up for an "Listener Account". In order to upload content to the mTraks Platform, you must sign up for an "Artist Account."
If you sign up for an Account with an attached Artist Profile, subject to your compliance with the terms and conditions set out in this Terms of Service, mTraks hereby grants to you a personal, limited, non-exclusive, non-transferable, freely revocable license to use the mTraks Platform for the uploading and distributing of authorized digital content, including music, pictures or graphics ("Artist Content").
Content is uploaded at your own risk. Notwithstanding any obligations hereunder of mTraks to protect Artist Content, mTraks cannot guarantee that there will be no unauthorized copying or distribution of Artist Content nor will mTraks be liable for any copying or usage of the Artist Content not authorized by mTraks.
If you sign up for an Account, subject to your compliance with the terms and conditions set out in this Terms of Service, mTraks hereby grants to you a personal, limited, non-exclusive, non-transferable, freely revocable license to download Artist Content solely through the mTraks Platform subject to the license under which such Artist Content is distributed.
mTraks reserves all rights not expressly granted in this Terms of Service.
mTraks reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized use of the mTraks Platform, including, but not limited to, technological barriers, IP mapping, and directly contacting your Internet Service Provider (ISP) regarding such unauthorized use.
Unless otherwise agreed to in a written agreement between you and mTraks that was signed by an authorized representative of mTraks:
a) By distributing or disseminating Artist Content through the mTraks Platform, you hereby grant to mTraks a worldwide, non-exclusive, transferable, assignable, fully paid-up, royalty-free, license to host, transfer, display, perform, reproduce, distribute, compress or convert for streaming, make 30 second samples from, and otherwise exploit your Artist Content, in any media formats and through any media channels, solely in order to publish and promote such Artist Content in connection with services offered or to be offered by mTraks. Such license will apply to any form, media, or technology now known or hereafter developed.
b) Subject to section 7.2, below, the foregoing license granted by you terminates as to a specific piece of Artist Content once you remove or delete such Artist Content from the mTraks Platform.
We are a DRM-Free zone. This means that we do not burden the Artist Content you upload to mTraks with digital rights management software. Furthermore by uploading Artist Content, you hereby warrant that your Artist Content is free of any digital rights management, including any software designed to limit the number of times Artist Content may be copied or played.
By distributing or disseminating Artist Content through the mTraks Platform, you hereby grant to each User of the mTraks Platform that is authorized to access your Artist Content a personal, non-commercial, non-transferable, non-exclusive license to access and use your Artist Content. The foregoing license granted by you terminates as to a specific piece of Artist Content once you remove or delete such Artist Content from the mTraks Platform provided, however, that User rights to such Artist Content arising out of purchases or distributions occurring on or prior to deletion of such Artist Content from the mTraks Platform survive any termination or expiration of the license granted in this section 7.2.
You are solely responsible for your Artist Content and the consequences of posting or publishing them. By uploading and publishing your Artist Content, you affirm, represent, and warrant that: (1) you are the creator and owner of or have the necessary licenses, rights, consents, releases and permissions to use and to authorize mTraks and mTraks's Users to use your Artist Content as necessary to exercise the licenses granted by you in this section and in the manner contemplated by mTraks and this Terms of Service; (2) your Artist Content does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (b) slander, defame, or libel any other person; (3) your Artist Content does not contain any viruses, adware, spyware, worms, or other malicious code. Violators of these third-party rights may be subject to criminal and civil liability. mTraks reserves all rights and remedies against any Users who violate this Terms of Service.
You understand that when using the mTraks Platform you will be exposed to Artist Content from a variety of sources, and that mTraks is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to such Artist Content. You further understand and acknowledge that you may be exposed to Artist Content that are inaccurate, offensive, indecent or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against mTraks with respect thereto. mTraks does not endorse any Artist Content or any opinion, recommendation or advice expressed therein, and mTraks expressly disclaims any and all liability in connection with Artist Content. If notified by a User or a content owner of Artist Content that allegedly does not conform to this Terms of Service, mTraks may investigate the allegation and determine in its sole discretion whether to remove the Artist Content, which it reserves the right to do at any time and without notice. For clarity, mTraks does not permit copyright infringing activities on the mTraks Platform.
BY USING THE MTRAKS PLATFORM YOU AGREE NOT TO:
8.1 use the mTraks Platform for any purposes other than to disseminate or receive original or appropriately licensed content and/or to access the mTraks Platform as such services are offered by mTraks;
8.2 rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses granted herein or any Materials (as defined in section 12, below);
8.3 post, upload, or distribute any defamatory, libelous, or inaccurate Artist Content or other content;
8.4 post, upload, or distribute any Artist Content or other content that is unlawful or that a reasonable person could deem to be objectionable, offensive, indecent, pornographic, invasive of another’s privacy, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically offensive, or otherwise inappropriate;
8.5 impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the mTraks Platform accounts of others without permission, forge another persons' digital signature, misrepresent the source, identity, or content of information transmitted via the mTraks Platform, or perform any other similar fraudulent activity;
8.6 delete the copyright or other proprietary rights on the mTraks Platform or Artist Content;
8.7 make unsolicited offers, advertisements, proposals, or send junk mail or spam to other Users of the mTraks Platform. This includes, but is not limited to, unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures;
8.8 use the mTraks Platform for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;
8.9 defame, harass, abuse, threaten or defraud Users of the mTraks Platform, or collect, or attempt to collect, personal information about Users or third parties without their consent;
8.10 use the mTraks Platform if you are under the age of thirteen (13) years old;
8.11 remove, circumvent, disable, damage or otherwise interfere with security-related features of the mTraks Platform or Artist Content, features that prevent or restrict use or copying of any content accessible through the mTraks Platform, or features that enforce limitations on the use of the mTraks Platform or Artist Content;
8.12 reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the mTraks Platform or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
8.13 modify, adapt, translate or create derivative works based upon the mTraks Platform or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
8.14 intentionally interfere with or damage operation of the mTraks Platform or any user's enjoyment of them, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code;
8.15 provide material support or resources (or conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
8.16 relay email from a third party’s mail servers without the permission of that third party;
8.17 use any robot, spider, scraper, or other automated means to access the mTraks Platform for any purpose or bypass any measures mTraks may use to prevent or restrict access to the mTraks Platform;
8.18 forge headers or otherwise manipulate identifiers in order to disguise the origin of any Artist Content transmitted through the Service; or
8.19 interfere with or disrupt the mTraks Platform or servers or networks connected to the mTraks Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the mTraks Platform.
When you use the mTraks Platform to upload and/or download or purchase content or any products, services, or information from mTraks, you may be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You agree that the information you provide to mTraks on registration and at all other times will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times. If you have reason to believe that your account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of your account ID, password, or any credit, debit or charge card number, if applicable), then you agree to immediately notify mTraks. You may be liable for the losses incurred by mTraks or others due to any unauthorized use of your mTraks Platform account.
The mTraks Platform may include links or references to other web sites or services solely as a convenience to Users ("Reference Sites"). mTraks does not endorse any such Reference Sites or the information, materials, products, or services contained on or accessible through Reference Sites. In addition, your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the mTraks Platform are solely between you and such advertiser. Access and use of Reference Sites, including the information, materials, products, and services on or available through Reference Sites is solely at your own risk.
You agree that mTraks, in its sole discretion, for any or no reason, and without penalty, may terminate any account (or any part thereof) you may have with mTraks or your use of the mTraks Platform and remove and discard all or any part of your account, User profile, and any Artist Content, at any time. mTraks may also in its sole discretion and at any time discontinue providing access to the mTraks Platform, or any part thereof, with or without notice. You agree that any termination of your access to the mTraks Platform or any account you may have or portion thereof may be effected without prior notice, and you agree that mTraks will not be liable to you or any third party for any such termination. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies mTraks may have at law or in equity. As discussed herein, mTraks does not permit copyright infringing activities on the mTraks Platform, and will terminate access to the mTraks Platform, and remove all Artist Content or other content submitted by any Users who are found to be repeat infringers.
Your only remedy with respect to any dissatisfaction with (i) the mTraks Platform, (ii) any term of this Terms of Service, (iii) any policy or practice of mTraks in operating the mTraks Platform, or (iv) any content or information transmitted through the mTraks Platform, is to terminate this Terms of Service and your account. You may terminate this Terms of Service at any time by discontinuing use of any and all parts of the mTraks Platform.
Subject to section 7.2 above, upon termination of this agreement by you or mTraks, mTraks will discontinue prospective hosting and distribution of your Artist Content.
The mTraks Platform is owned and operated by mTraks. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, services, and all other elements of the mTraks Platform provided by mTraks (the "Materials") are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any Artist Content that are provided and owned by Users, all Materials contained on the mTraks Platform are the property of mTraks or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to mTraks or its affiliates and/or third-party licensors. Except as expressly authorized by mTraks, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. mTraks reserves all rights not expressly granted in this Terms of Service.
You agree to indemnify, save, and hold mTraks, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the mTraks Platform, any violation by you of these Terms, or any breach of the representations, warranties, and covenants made by you herein. mTraks reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify mTraks, and you agree to cooperate with mTraks's defense of these claims. mTraks will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, MTRAKS, AND ITS AFFILIATES, PARTNERS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MTRAKS OR THROUGH THE MTRAKS PLATFORM WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. YOU EXPRESSLY ACKNOWLEGE THAT AS USED IN THIS SECTION 14, THE TERM MTRAKS INCLUDES MTRAKS'S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS AND SUBCONTRACTORS.
YOU EXPRESSLY AGREE THAT THE USE OF THE MTRAKS PLATFORM IS AT YOUR SOLE RISK. THE MTRAKS PLATFORM AND ANY DATA, INFORMATION, THIRD-PARTY SOFTWARE, CONTENT (INCLUDING COMMERCIAL CONTENT), REFERENCE SITES, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE MTRAKS PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE", "WITH ALL FAULTS" BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED.
MTRAKS, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT THAT THE DATA, CONTENT (INCLUDING COMMERCIAL CONTENT), FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE MTRAKS PLATFORM OR ANY REFERENCE SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
MTRAKS, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MTRAKS PLATFORM OR ANY REFERENCE SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE MTRAKS PLATFORM OR ANY REFERENCE SITES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
THE SECURITY MEASURES TO PROTECT ARTIST CONTENT USED BY MTRAKS HEREIN ARE USED IN CONJUNCTION WITH THE ARTIST CONTENT “AS-IS” AND WITH NO ASSURANCES THAT SUCH SECURITY MEASURES WILL WITHSTAND ATTEMPTS TO EVADE SECURITY MECHANISMS OR THAT THERE WILL BE NO CRACKS, DISABLEMENTS OR OTHER CIRCUMVENTION OF SUCH SECURITY MEASURES.
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL MTRAKS OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE MATERIALS (INCLUDING ARTIST CONTENT AND COMMERCIAL CONTENT) ON THE MTRAKS PLATFORM OR ANY REFERENCE SITES, OR ANY OTHER INTERACTIONS WITH MTRAKS, EVEN IF MTRAKS OR AN MTRAKS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL MTRAKS OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE MTRAKS PLATFORM OR YOUR INTERACTION WITH OTHER MTRAKS PLATFORM USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE MTRAKS PLATFORM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.
THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY REFERENCE SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN MTRAKS AND RECEIVED THROUGH OR ADVERTISED ON THE MTRAKS PLATFORM OR RECEIVED THROUGH ANY REFERENCE SITES.
YOU ACKNOWLEDGE AND AGREE THAT MTRAKS HAS OFFERED ITS PRODUCTS AND SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND MTRAKS, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND MTRAKS. MTRAKS WOULD NOT BE ABLE TO PROVIDE THE MTRAKS PLATFORM TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IS SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THIS TERMS OF SERVICE APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED.
You agree to comply with all export laws and restrictions and regulations of the United States Department of Commerce or other United States or other sovereign agency or authority, and not to export, or allow the export or re-export of any software, technical data or any direct product thereof in violation of any such restrictions, laws or regulations, or unless and until all required licenses and authorizations are obtained with respect to the countries specified in the applicable United States Export Administration Regulations (or any successor supplement or regulations). The transfer of certain technical data and commodities may require a license from an agency of the United States government and/or written assurances by you that you will not export such software, technical data or commodities to certain foreign countries without prior approval of such agency. Your rights under this Terms of Service are contingent on your compliance with this provision.
mTraks may provide you with notices, including those regarding changes to mTraks's terms and conditions, by email, regular mail or postings on the mTraks Platform. Notice will be deemed given twenty-four hours after email is sent, unless mTraks is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to a postal address, if provided by you through the mTraks Platform. In such case, notice will be deemed given three days after the date of mailing. Notice posted on the mTraks Platform is deemed given 30 days following the initial posting.
The failure of mTraks to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by mTraks.
These Terms will be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law.
You agree that any action at law or in equity arising out of or relating to these Terms or mTraks will be filed only in the state or federal courts in and for Santa Clara County, California, and you hereby consent and submit to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action.
If any provision of these Terms or any Guidelines is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
These Terms and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by mTraks without restriction. Any assignment attempted to be made in violation of this Terms of Service shall be void.
Upon termination of these Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, sections 5, 6.4, 6.5, and 7-17.
The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.
This is the entire agreement between you and mTraks relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change to these Terms or Guidelines made by mTraks as set forth in section 4 above.
YOU AND MTRAKS AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE MTRAKS PLATFORM MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
The services are offered by mTraks, Inc., located at: 1301 N. Palm Canyon Drive, Suite 208, Palm Springs, CA 92262 and email: . If you are a California resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.
