Terms of Use

Subscription Agreement

TrakRef Services

This Subscription Agreement (the "Agreement") is between TrakRef, LLC (hereafter "TrakRef"), a Tennessee limited liability company with its principal place of business in Nashville, Tennessee, and the party named in the enrollment information as the subscribing party (hereafter "Subscriber").

  1. Account Activation. Subscriber, by completing and submitting the enrollment and payment information below, declares its desire to: (a) establish an account for access to and use of selected TrakRef service package selected by Subscriber for the registered cooling system(s) at Subscriber's designated location (the "Services"); (b) request login credentials for the person(s) named as Subscriber's "authorized representative" to have access to and use of the Services on behalf of Subscriber; and (c) be legally bound by the terms of this Agreement.
  2. Effective Date. This Agreement shall be effective as of the date that TrakRef:
    1. notifies Subscriber that TrakRef has approved the Subscriber's enrollment information and Subscriber's payment arrangements; and
    2. issues login credentials to Subscriber for use by its designated authorized representative(s) for access to and use of the Services (the "Effective Date").
  3. Term and Termination. The initial term of the Agreement is for one (1) month commencing on the Effective Date and thereafter shall renew monthly on the anniversary date of the Effective Date unless either party elects not to renew. Subscriber's failure to make any payment when due under this Agreement shall be deemed to be a non-renewal election by Subscriber. TrakRef reserves the right to refuse, cancel or suspend the Services or the Agreement at its sole discretion.
  4. Fees and Payments.
    1. Unless otherwise specified by written agreement signed by authorized representatives of both parties, fees due for the Services selected by Subscriber are due and payable monthly, in advance, by approved credit card or debit card. After payment of fees for the initial term, payments for each monthly renewal are due on the anniversary of the Effective Date. Any other method of payment or terms of payment are subject to TrakRef Technology's prior written approval. TrakRef reserves the right to change the fees charged for the Services and the payment terms upon at least fifteen (15) days prior notice posted to the Services log-in page.
    2. All payments to TrakRef, including monthly fees, setup fees, data restoration fees and other charges, are non-refundable. Subscriber's failure to use the Services is not grounds for a refund of monthly fees.
    3. Disputed charges to Subscriber's credit card issurer, also known as chargebacks, will result in an interruption of Services, as well as reconnection fees to restore the desired Services.
  5. Terms of Use. Access to and use of the Services are subject to the terms of this Agreement and compliance with the Terms of Use. The Terms of Use and subscription fees are available for review via this link [Note: provided link] to the "Terms of Use" which are hereby incorporated as part of this Agreement. As used in the Terms of Use, the term "you" means Subscriber and each of its authorized representatives.
  6. Data Files. Subscriber is responsible for maintaining a complete and current copy of its data files separate and apart from the Services platform provided by TrakRef. TrakRef does not provide data backup and storage services and is not responsible for backup and storage of Subscriber's data. TrakRef may assess separate charges to Subscriber's account for providing data restoration assistance. TrakRef has the right to delete all data, files or other information in Subscriber's account if the account is closed or terminated for any reason and is not responsible for saving, storing or maintaining such data, files or other information.
  7. Warranty Disclaimer. THE SERVICES ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
  8. Limitation of Liability.
    1. IN NO EVENT SHALL TRAKREF BE LIABLE FOR LOST PROFITS, OR FOR ANY INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE USE OF OR INABILITY TO USE THE SERVICES OR ANY MATTER RELATING TO THE SERVICE, EVEN IF TRAKREF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TRAKREF'S TOTAL LIABILITY UNDER OR ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED FIFTY PERCENT (50%) OF THE AMOUNTS PAID BY SUBSCRIBER FOR THE SERVICES DURING THE MONTH IN WHICH THE SUBSCRIBER'S CLAIM FIRST ARISES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED IN THIS AGREEMENT.
    2. The total refund to Subscriber for any account, regardless of reason, shall not exceed fifty percent (50%) of the monthly fees paid for that account during the month for which the refund is issued.
  9. Network Availability; Access; Service Packages.
    1. Subscriber acknowledges that TrakRef makes no guarantees regarding network availability or access. While TrakRef has agreements in place with third-party providers which call for such parties to make commercially reasonable effort to maintain and support a 99.5% service availability for TrakRef Technology's TrekRef™ services platform, measured on a calendar month basis, TrakRef does not guarantee that service level during any given month.
    2. TrakRef reserves the right to terminate or suspend, temporarily or permanently, your access to or use of the Services without prior notice to you:
      1. upon the termination or expiration of the Subscriber's subscription agreement;
      2. your violation of any of these Terms of Use;
      3. the violation of any of these Terms of Use by any other authorized representative of Subscriber;
      4. upon the occurrence of any circumstance giving TrakRef reasonable grounds to suspect a violation of these Terms of Use of the Subscriber's subscription agreement by you, Subscriber's other authorized representatives or Subscriber;
      5. or as otherwise in accordance with the Subscriber's subscription agreement.
    3. TrakRef reserves all rights to: (a) modify or change the Services or the service package offerings at any time; (b) take the Services off line as needed for maintenance; and (c) take any other action regarding the Services not prohibited under the Agreement or applicable law.
  10. No Assignment. This Agreement may not be assigned or otherwise transferred by Subscriber, whether by sale, merger, operation or law or otherwise, without TrakRef's prior written consent. Any purported assignment or transfer without TrakRef's prior written consent shall be null and void.
  11. Force Majeure. Non-performance by TrakRef shall be excused to the extent that performance is rendered impossible by acts of God, strike, fire, flood, governmental act, orders or restrictions, failure of suppliers, Internet service provider failures or delays, or any other reason beyond the control of TrakRef.
  12. Entire Agreement; Miscellaneous. This Agreement, including the Terms of Use, constitutes the sole and complete agreement between the parties with respect to the subject matter hereof. All prior oral or written communications and commitments not included in this Agreement shall not apply. Articles 3, 4, 5 6, 7 and 9 shall survive the termination or expiration of this Agreement.

TrakRef® is a product of TrakRef, LLC. Terms of Use
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