Welcome to OnTrack Studio, Inc. We are privileged to have you as our User and as a Customer. All the following terms and conditions (collectively, these “Terms of Service”) are applicable to the use of https://ontrackstudio.online including every content, functionality, and services offered on or via www.ontrackstudio.online (the “Website”). As you continue to use this website, we request you to accept and agree to be bound and abide by these “Terms of Service” since we want to keep our relationship with you as lean and informal as possible. If you do not agree to any of the below-mentioned ‘Terms of Services’ herein, you can either send your valuable feedback at firstname.lastname@example.org or you may leave the website at once. Please note that this document is a legally binding agreement between you as the User of the Website (referred to as “You”, “Your” or “User” hereinafter) and our Company.
Description of Product
OnTrack Studio is a global business productivity solution in the Wellness Industry to offer fitness studio owners and individual trainers the power to take the full advantage of brand engagement through innovative technology integrations. This unique technology solution represents a stand-alone wellness boutique software specially designed for different wellness industry players: wellness and fitness studio owners, individual trainers, teachers, staffs who are associated with fitness, box training and gym, dance and zumba, yoga and pilates, child & home care, mixed martial arts (MMA) and kickboxing, salon and spa, venues or other third parties that partner with OnTrack Studio. This customized technical solution creates a wonderful opportunity for business owners in this industry to connect with their clients in the most interactive way. Our OnTrack mission is solely focused on helping business owners to meet their business goals within the best possible competitive pricing, while creating enough traction for their end users to increase retention.
Our online ‘scheduling and booking’ management software is a leading-edge solution for enterprises that has outlined some extra-ordinary features like ‘online scheduling’, ‘online appointment booking’, ‘easy payment processing’, ‘commission & payroll’, ‘advance reporting’, ‘membership management’ and so on to enhance ROI and accelerate business growth for every individual clients. Few added functionalities like ‘Individual profiling’, ‘integrated e-commerce solution’ and ‘marketing tool’, compliments our solution to let us determine the success rate for our individual clients’ business endeavors. OnTrack Studio is not a gym, fitness studio or service provider and does not own, operate or control any of the classes, services or facilities accessible through the Website and Mobile App. Through our Website and Mobile App, you can access third party Products and Services.
Terms of Service for OnTrack Studio
Application and Acceptance of the Terms
- Kindly affirm that you are either (a) of your legal age to form a binding contract with Us, or, (b) you are permitted to receive any Services under the laws of the State of New Jersey, the United States of America, and under the laws of India or any other countries and regions including those in which you are resident or from which you use the Services, to accept the Terms and use the Services.
- You acknowledge and agree that we may modify any Terms at any given time by posting the relevant, modified and restated Terms on this Website. By continuing to use the Services or the Website, you agree to abide by these Terms. Please note that only the authorized representative of OnTrack Studio, in its sole discretion, may modify or revise these Terms of Services
Provision of Services
- In order to access or use any of the Services, you must register yourself as a ”User” or “Member” on the Website or App. OnTrack Studio reserves the right to change or discontinue, or restrict or block access to, any aspect of the Website or App at any time without prior notice (including certain Services or features within those Services or others) to paying Users or subject to other conditions that OnTrack Studio may impose in our discretion.
- Although we generally intend to make sure that both the Website and the App to be available 24/7 but OnTrack Studio may launch, change, upgrade, impose conditions to, suspend, or stop any Services (or any features within the Services) without prior notice except that in case of a fee-based Service, Users shall be notified no less than fifteen (15) days prior to any change in such Service.
- Services (or any features within the Services) may vary for different regions and countries. OnTrack Studio may in our sole discretion limit, deny or create a different level of access to and use of any Services (or any features within the Services) with respect to different Users. Further, some Services may be provided by OnTrack Studio’s affiliates on behalf of OnTrack Studio.
Data Ownership and Use
- As a condition of your use of the Website or Services, you agree that you will not use the Website or any of the Services that is unlawful or prohibited by these terms. In any manner, you may not use the Website or Services that, in our sole discretion, could damage, disable, overburden, or impair it or interfere with any third party’s use of the Website
- Content on the Website is provided to you ‘AS IS’ for your private information and personal use only. You acknowledge and agree that (a) you will not copy, reproduce, download, re-publish, sell, distribute or resell any Services or any information, text, photographs, graphics, music video clips, sound, directories, files, databases or listings, messages, tags, or other information or materials (collectively “Content”) etc., available on or through the Website (the “Website Content”), and (b) you will not copy, reproduce, download, compile or otherwise use any Site Content for the purposes of operating a business that competes with OnTrack Studio, or without the prior written consent of the respective owners. Furthermore, the use, copying or distribution of the Content for commercial purposes is prohibited. Systematic retrieval of Website Content from the Website to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from OnTrack Studio is prohibited.
- For Website security purpose and to ensure that these Services are available to all the Users, you agree that our computer system and software programs may monitor network traffic to identify unauthorized attempts to upload or modify information, or otherwise cause damage and take necessary actions to maintain the integrity of the system.
- As you provide OnTrack Studio with any comments, bug reports, feedback, or modifications proposed or suggested by you to the Website, such as leaving positive feedback for yourself using secondary User IDs or through third parties or by leaving unsubstantiated negative feedback for another User; you agree not to undertake any such action which may result in undermining the integrity of OnTrack Studio’s feedback system.
- If you register for the Service or otherwise become a Member, you will be required to provide some information for the purpose of use to OnTrack Studio. By submitting User Content of any kind, you hereby grant OnTrack Studio or our representative(s) a world-wide, non-exclusive, perpetual, irrevocable, royalty-free, and sub-licensable (through multiple tiers) license to OnTrack Studio to use, display, distribute, reproduce, publish, duplicate, adapt, modify, translate, create derivative works, and otherwise exploit any or all of the User Content in connection with the Website or the business in any media format or media technology now known or hereafter discovered or developed and for any purpose which may be beneficial to the operation of the Website, the provision of any Services and/or the business of the User.
User’s Account and Responsibilities
- Users must become a Member and Fitness Service Providers must Register and have their own account with the Company by signing-up and registering with us.
- Upon registration, a set of unique User ID and password is assigned to a single User Account. Each User is solely responsible for maintaining the confidentiality and security of the account information and password and is fully responsible for all activities that occur under your account. The Service provides you with access to your data with the expectation of self-maintenance and content updates to be provided by you. You agree not to attempt to access data or take any action to obtain Services not intended for you or your use (including data access by another person outside your own business entity). You agree to (a) immediately notify us [mail us at email@example.com , or call us at +1 201-736-7217(USA)] of any unauthorized use of your password or your account or any other breach of security, and (b) ensure that you log out from your account at the end of each session.
- You may not use the Service for any illegal or unauthorized purpose like sharing of your account with other persons, or allowing multiple users outside of your business entity to use your account (collectively, “multiple uses”), may cause irreparable harm to OnTrack Studio or other Users of the Website. OnTrack Studio will not be liable for your loss or damage caused by any unauthorized use of your account; you may be liable for the losses of OnTrack Studio or others due to such unauthorized use. Users must also indemnify OnTrack Studio owners, licensees, affiliates, group companies (as applicable) and their respective officers, directors, agents, and representatives, and employees against any such losses or damages (including but not limited to loss of profits) suffered as a result of the multiple use of your account. Users are fully responsible for the security of the data on the Website or otherwise in your possession. We reserve the right to suspend or terminate User’s account without liability to User if any losses or damages arising from such breaches.
- As soon as you register with OnTrack Studio, you are entering into a business relationship with the OnTrack Studio service provider. As a result of this business relationship, each User represents, warrants and agrees that (a) they have full power and authority to accept the Terms, to grant the license and authorization and to perform the obligations hereunder; (b) they shall use the Website and Services for business purposes only; and (c) the official address which they provide at the time of registration is the principal place of business of your business entity. For purposes of this provision, a branch or liaison office will not be considered a separate entity and your principal place of business will be considered as your head office.
- Each User represents, warrants and agrees that you shall:
- Provide information about the entity, business or products/services as part of the registration process on the Website or for use of any of the Services or the User account.
- Information and materials submitted at the time of registration process or thereafter throughout the continuation of the use of the Website or Service is true, accurate, current and complete, and you will maintain and promptly amend all the information and material to keep it true, accurate, up-to-date and complete at all times.
- Become responsible for observing applicable laws and regulations in its respective jurisdictions to ensure that all use of the Website and Services are in compliance with the same.
- In your use of the Website, you shall carry on your activities on the Website in compliance with any applicable laws and regulations including those of local, national, and international laws and regulations.
- Conduct your business transactions with other users of the Website in good faith.
- Carry on your activities in accordance with the Terms and any applicable Additional Agreements.
- OnTrack Studio shall not be required to actively monitor nor exercise any editorial control whatsoever over the content of any message or information created, obtained or accessible through the Services or Website.
- OnTrack Studio does not endorse, verify or otherwise certify the contents of any comments or other information made by any User. Each User is solely responsible for the contents of their communications and may be held legally liable or accountable for the content of their comments or other material or information.
- User agrees to provide all necessary information, materials, and approval, and render all reasonable assistance and cooperation necessary for OnTrack Studio’s provision of the Services, evaluating whether User has breached the Terms and/or handling any complaint against the User. If User’s failure to do so results in delay in, or suspension or termination of, the provision of any Service, OnTrack Studio shall not be obliged to extend the relevant service period nor shall be liable for any loss or damages arising from such delay, suspension or termination.
Restrictions on Use
Users shall acknowledge and agree that:
- Not to use another’s account without permission.
- Not to disrupt the integrity or performance of the Services, data, systems or networks used by OnTrack Studio and/or any user of the Website or gain unauthorized access to such data, systems or networks.
- Not to modify, alter or create information or content that is obtained from the Website.
- Not to frame or mirror all or any portion of the Website, or otherwise make it look like you have a relationship to us or that we have endorsed you for any purpose.
- Not attempt to copy, reproduce or exploit OnTrack Studio’s various proprietary directories, databases and listings.
- Not to remove any copyright, trademark or other proprietary rights notice from the Services.
- Not to engage in spamming or phishing.
- Not to encourage any kind of action which might impose a significant burden (as determined by us) on OnTrack Studio or our affiliates.
- Not to gain access of any Service or related systems or networks or any part of the Website that is not permitted by this Agreement.
- Not to use the Website on behalf of another individual or entity, misrepresent yourself or your affiliation with any person or entity.
- Not to use the Services or Website to defraud any person or entity (including without limitation sale of stolen items, use of stolen credit/debit cards).
- Not to engage in any other harmful, illegal, deceptive or disruptive activities (including without limitation those which would constitute a criminal offence, give rise to civil liability, etc.) that could adversely impact the Website or any recipient.
- Not to get involved in integrating any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information.
- Not to use or launch any automated system, such as “robots,” “spiders,” or “offline readers” or other manual or automatic device that access the Website in such a way that sends numerous request messages to the OnTrack Studio in a given period of time. Nevertheless the aforesaid, OnTrack Studio grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of creating publicly available, searchable indices of the materials, but not caches or archives of such materials for the extent necessary. OnTrack Studio reserves the right to revoke these exceptions either generally or in specific cases at any time and without notice.
Payment of Fees and Taxes
- The fees for the Service provided are posted on our Website and are subject to change without notice. You grant OnTrack Studio the permission to pay in advance the applicable fees for the Service provided by OnTrack Studio under this Agreement. Unless other arrangements are pre-approved in writing by OnTrack Studio, we will bill your account for all fees for the Service due each month, and you hereby authorize OnTrack Studio to charge your account for all such fees.
- Registration and Billing Fee: OnTrack Studio will pay, in advance, the one-time, non-refundable registration fee in each Order Form for its clients. Rest of the Registration and Subscription process needs to be done from the end-user’s end. Fees for purchase of our Apps or use of the Services are as described on the Website and shall be paid according to the terms and conditions stated therein .
- Users must agree to provide OnTrack Studio accurate and complete billing information including legal business name, billing address, telephone number, and billing account information and so on. If such information is false or fraudulent, OnTrack Studio has the right to suspend or terminate any User’s account if the User fails to provide the required information and materials.
- OnTrack Studio is not responsible for any charges or expenses (e.g., for overdrawn accounts, exceeding credit card limits, rejected payments, etc.) resulting from charges billed by OnTrack Studio. You agree to reimburse OnTrack Studio for any penalties, fees, overages or charges incurred by OnTrack Studio as a result of a rejected charge or payment. Payments made to OnTrack Studio under this Agreement are non-refundable.
- In the event that any User has a dispute with any party to a transaction, such User agrees to release and indemnify OnTrack Studio (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such transaction.
- Payment Methods:OnTrack Studio provides electronic web-based platforms for exchanging information between buyers and sellers of Products and Services. OnTrack Studio additionally provides electronic web-based transaction platforms for Users to place, accept, conclude, manage and fulfill orders for the provision of Products and Services online within the Website. However, for any Services, OnTrack Studio does not represent either the seller or the buyer in specific transactions. OnTrack Studio does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the Products or Services offered for sale on the Website or the ability of the sellers to complete a sale or the ability of buyers to complete a purchase.
- Users are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of the Website or Services, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.
- Taxes:The fees of OnTrack Studio are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Company is responsible for all such taxes, levies, or duties, excluding only United States (federal or state) taxes imposed upon OnTrack Studio, based on OnTrack Studio’s income. If OnTrack Studio has the legal obligation to collect and pay any federal, state, or local taxes associated with sales of its Products and/or Services, the Company authorizes OnTrack Studio to collect and remit such taxes due. In addition, OnTrack Studio shall be entitled to block your access to the Services (with or without terminating this Agreement or affecting your obligation to make payments under this Agreement) if you are more than thirty (30) days overdue on any payments under this Agreement or any other agreement with OnTrack Studio.
Limitations and Exclusions of Liability
- Limitation on Direct and Indirect Damages: Under no circumstances will OnTrack Studio or its affiliates, and any of the its officers, directors, shareholders, employees, agents, or third-party partners be liable for any special, indirect, incidental, punitive, exemplary or consequential damages under any theory of liabilities (including, without limitation, damages for interruption of services, loss of business, loss of profits, loss of revenue, loss of data, or loss or increased expense of use or any third party incurs), whether based in contract, warranty, tort, equity (including, without limitation, negligence) or otherwise, even if OnTrack Studio has been advised of the possibility of such damages. Those possible damages might result from the following:
- The use or the inability to use the Website or Services, including loss of data or downtime
- Any malfunction on the Website or with the Services, including failure to deliver notifications to Users
- Any defect in goods, samples, data, information or services purchased or obtained from a User or any other third party through the Website.
- Violation of Third Party Rights or claims or demands that User’s manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Website may violate or may be asserted to violate Third Party Rights; or claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants.
- Unauthorized access by third parties to data or private information of any User
- Statements or conduct of any User of the Website, including misleading, malicious, or criminal use of the Service by a User
- Any matters relating to Services however arising, including negligence
- Limited Liability on Content: Each User hereby further agrees that OnTrack Studio shall have no liability or responsibility, in any way, for any content posted by other Members on the Website or App that includes publishing of any content which, in legal opinion, is derogatory, threatening, defamatory, illicit, obscene or offensive or offends public sensibilities or morals. OnTrack Studio reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with OnTrack Studio in asserting any available defenses.
- Limited Liability for Payment Information: OnTrack Studio expressly disclaims any and all liability and shall not be responsible for any damages or loss caused or supposed to take place by the transmission of Cardholder Data prior to its encryption and Receipt by OnTrack Studios’ servers. OnTrack Studio strongly recommends that company follows the requirements of the Payment Card Industry Data Security Standard when handling payment information. The excluded damages will include, without limitation, damages resulting from fraud, embezzlement, theft, identity theft, or invasion of privacy.
- Notwithstanding any of the foregoing provisions, the aggregate liability of OnTrack Studio, our employees, agents, affiliates, representatives or anyone acting on our behalf with respect to each User for all claims arising from the use of the Website or Services during any calendar year shall be limited to the greater of (a) the amount of fees the User has paid to OnTrack Studio or our affiliates during the calendar year.
- The User clearly understands and agrees that OnTrack Studio disclaims any liability with respect to any claim, suit or action brought by User or any third party in relation to any use of and access to the facility, services, schemes, offers provided by the Fitness Service Provider.
- Users — not OnTrack Studio — are solely responsible for compliance with any and all privacy laws in such User’s jurisdiction, including HIPAA and HITECH compliance. Any storage of Personally Identifying Information (PII) and Personal Health Information (PHI) may only be stored on the Website after agreeing to a Business Associate Agreement (BAA) with us.
- The foregoing limitations or exclusions of liability to you under the Terms shall apply to the maximum extent prohibited by applicable law and shall apply whether or not OnTrack Studio has been advised of or should have been aware of the possibility of any such losses arising
Under no circumstances, OnTrack Studio is responsible for any failure, delay or disruption in delivering the content or services through this website due to unforeseen circumstances or to causes beyond its control, including but not limited to, acts of nature, failure of computer, Internet service, telecommunications or any or electrical power supplies and related equipments, strikes, labor disputes, riots, insurrections, acts of terror or civil unrest, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
Intellectual Property Rights
- The Intellectual Property Rights mentioned in this Agreement and the Contents accessible via it belongs to the Company or its licensors. The Website and its original content, features and functionality are owned by OnTrack Studio and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. You acknowledge and agree to not copy, modify, create derivative works of publicly display or perform, republish any of our copyrighted material, except to the extent strictly necessary for and for the purposes of accessing and using this website. If you have doubts about whether and how to use of content on the Website, please address your concerns to: firstname.lastname@example.org.
- For purposes of these Terms of Service, the term “Content” includes, without limitation, information, data, text, photographs, videos, audio clips, written posts and comments, software, 2. scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Website. For the purposes of these Terms of Service, “Content” also includes all User Content (as defined above).
- The Company name and logo(s) are trade-marks that belong to the Company and may not be used, copied or reproduced in any way without written consent from the Company. Any comments that you provide to the Company become the intellectual property of the Company and are copyright to them in perpetuity and the Company may use them in any form whatsoever.
- For these purposes “Intellectual Property Rights” or “IPR” means any and all intellectual property or industrial rights of any description around the world including without limitation to the foregoing generality any patents, trade-marks, domain names, registered designs, copyright (including without limitation to the foregoing generality rights in computer software, object and source code), rights in the nature of copyright, database rights, unregistered design rights, rights in and to trade names, business names, domain names, product names and logos, trade secrets, and any analogous or similar right in any jurisdiction (whether any such rights referred to in this definition are registered, unregistered, registrable or not) and any applications or rights to apply for registration of any of them, together with any registered rights resulting from any such applications or rights to apply for registration.
This Agreement or elsewhere, you agree to indemnify, defend, and hold harmless the OnTrack Studio Parties (including their officers, directors, employees, and agents) from any and all third party claims, losses, liability, related charges, damages, and expenses, (including reasonable attorney fees and costs) arising out of or in connection with: (a) any breach of any representation, warranty, covenant or agreement to be performed by the User accordance to the T&C and Company Policies; (b) your use and access to the website; (c) your violation of any third party right, including any copyright, property, or privacy right; (d) any materials or content provided by the Users to the Company or other Users or and/or any content to be posted by the User on the Website otherwise provided to other Users; (e) User’s refusal to pay for services provided by any Member. These defense and indemnification will survive these Terms of Service and your use of the Website.
Term, Termination and Suspension
- All legal notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User to OnTrack Studio, or by posting such notice or demand on an area of the Website that is publicly accessible without a charge. Notice to a User shall be deemed to be received by such User if and when: (a) OnTrack Studio is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User, or (b) immediately upon OnTrack Studio posting such notice on an area of the Site that is publicly accessible without charge.
- You agree that all agreements, notices, demands, disclosures and other communications sent by OnTrack Studio electronically, satisfies the legal requirement and such communications should be in writing.
Specific Copyright Infringement Notices
OnTrack Studio has in place certain legally mandated procedures following the Digital Millennium Copyright Act (“DMCA”) regarding allegations of copyright infringement occurring in the Service. OnTrack Studio reserves the right in its sole discretion to immediately suspend or terminate access to the Service by any user who is alleged to have infringed on the intellectual property rights of OnTrack Studio or of a third party, or otherwise violated any intellectual property laws or regulations. OnTrack Studio’s policy is to investigate any allegations of copyright infringement brought to its attention. If you have any evidence or have a good faith that your rights or the rights of a third party have been violated and you want OnTrack Studio to delete, edit, or disable the material in question, you must provide OnTrack Studio with all of the following information:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.
- Information reasonably sufficient for us to contact you, such as email, address, telephone number.
- A statement that you a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
This Agreement or elsewhere, you agree to indemnify, defend, and hold harmless the OnTrack Studio Parties (including their officers, directors, employees, and agents) from any and all third party claims, losses, liability, related charges, damages, and expenses, (including reasonable attorney fees and costs) arising out of or in connection with:
- Any breach of any representation, warranty, covenant or agreement to be performed by the User accordance to the T&C and Company Policies.
- Your use and access to the website.
- Your violation of any third party right, including any copyright, property, or privacy right.
- Any materials or content provided by the Users to the Company or other Users or and/or any content to be posted by the User on the Website otherwise provided to other Users.
- User’s refusal to pay for services provided by any Member. These defense and indemnification will survive these Terms of Service and your use of the Website.
Term, Termination and Suspension
- This agreement is1. This agreement is effective from the moment of your acceptance, by clicking on the “I agree” button (or any other similar button), and shall continue in full force and effect until terminated in accordance with the terms of this section. We will use commercially reasonable efforts to contact you directly via e-mail to warn you prior to suspension or termination of your account. Any suspected fraudulent, abusive, or illegal activity may be grounds for immediate termination of your use of service and may be referred to law enforcement authorities. Effective from the moment of your acceptance, by clicking on the “I agree” button (or any other similar button), and shall continue in full force and effect until terminated in accordance with the terms of this section. We will use commercially reasonable efforts to contact you directly via e-mail to warn you prior to suspension or termination of your account. Any suspected fraudulent, abusive, or illegal activity may be grounds for immediat e termination of your use of service and may be referred to law enforcement authorities.
- OnTrack Studio is entitled to suspend or terminate a Customer or a User Account in the event of any breach created by such Customer or any of its Users of the Terms of Service, without any refund of fees.
- The Contract shall be for such initial term of 12 months as of the original date of subscription by Vendor and upon the end of such term it shall automatically renew for successive 12-months more, unless either OnTrack Studio or Vendor notifies the other party that it does not wish to renew the Contract at least 30 days prior to the end of the initial term or any applicable renewal term and unless it is terminated in accordance with the following provisions.
- OnTrack Studio can terminate or suspend accounts due to the breach of these Terms of Service. OnTrack Studio may terminate this Contract for convenience at any time, by providing Vendor a prior notice of at least three (3) months. Termination of the Service will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all content in your Account. Inactive accounts will be deleted after 90 days. In case of a breach by Vendor of this Contract, OnTrack Studio shall be entitled to terminate the Contract immediately by notice to Partner (provided that if the breach by Vendor is curable, Vendor shall be provided with at least 7 days to cure the breach before such termination).
Upon expiration or termination of this Contract, the following shall apply:
- Except as expressly provided below, Vendor shall no longer be entitled to resell the Service or use any manners to refer customers to OnTrack Studio. All Registered Customers of Vendor who are not Active Customers on the date of expiration/termination of the Contract shall cease being considered as Registered Customers of Vendor.
- In the event of expiration of the Contract due to OnTrack Studio‘s election not to renew it or due to termination by OnTrack Studio for convenience (an “OnTrack Studio Expiration/Termination”), OnTrack Studio shall have only the following obligations towards Partner following such expiration/termination:
- OnTrack Studio shall be obligated towards Vendors in the Regular Resale Program and the Branded Resale Program to continue providing the Service to Active Customers under annual subscriptions who such Vendors charge directly until the end of the then current annual subscription period and these Terms shall continue to apply only in respect of such Active Customers during such period. With respect to Active Customers under monthly subscriptions, OnTrack Studio shall be entitled, but not obligated, to continue providing the Service.
- Vendor in the Referral Program shall be entitled to continue receiving the fee in respect any of its Registered Customers who is an Active Customer under such program as of expiration/termination date until the end of the first 12-month paid subscription of such Active Customer.
- With respect to Vendor in the Regular Resale Program, with respect to Registered Customers who are Active Customers under monthly subscription in such program as of expiration/termination and to which OnTrack Studio elects to continue providing the Service, these Terms shall continue to apply until the end of the later of: (i) six month from the date of such expiration/termination, and (ii) the end of the first 12-month period of the Contract with such Vendor.
- With respect to Vendor in the Branded Resale Program, OnTrack Studio undertakes towards such Vendor, not to actively approach directly or indirectly, for a period of six (6) months following the date of expiration/termination, customers of such Vendor who are Active Customers as of the date of termination/expiration in order to solicit their purchase of the Service.
- OnTrack Studio shall not have any obligations whatsoever (including no obligations to pay fees) towards Vendor following termination or expiration of the Contract which is not an OnTrack Studio expiration/termination.
- Expiration/termination of the Contract shall not affect provisions that by their nature it survives such expiration or termination.
- Accuracy of Website Information: OnTrack Studio intends for the Materials or Contents contained on this website to be accurate and reliable. These Materials or Contents may, however, contain technical inaccuracies, typographical errors or other mistakes. OnTrack Studio may make corrections or other changes to these Materials at any time. OnTrack Studio reserves the right to make corrections, modifications, enhancements, improvements and other changes to its products, programs and services at any time or to discontinue any programs or services without notice.
- Accuracy of Account Information: Just like OnTrack Studio, the Users are also requested to provide accurate and complete account information that includes trade name or name of the company, postal address, e-mail address and any such information as and when requested by OnTrack Studio. You also agree to keep your account information up-to-date and are requested to immediately notify OnTrack Studio in writing for any changes in the information.
- You agree that your use of the Website will be at your sole risk. The Website and any downloadable Services, Content, Software or Applications made available in conjunction with or through the Website are provided on an “AS IS” and “AS AVAILABLE” basis. OnTrack Studio and its affiliates, successors, officers and directors, agents, partners and licensors (collectively, The “OnTrack Studio Parties”) expressly disclaims all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and noninfringement, with respect to the Service and any third party websites or software with which they are linked.
- OnTrack Studio make no disclaims, representations or warranties that (I) the Service will meet your requirements; (II) the Service will be uninterrupted, timely, secure, error-free, or free of any harmful components (including viruses); (III) the possibility of deletion, misdelivery or failure to store communications, personalized settings or other data; (IV) regarding any results you may obtain from the use of the Service; and (V) the quality of any content, Services, information or other material purchased or collected by Users through the service will meet your expectations.
- The Contract constitutes the entire agreement and understanding between OnTrack Studio and independent contractors/vendors/studio owners with respect to the subject matters herein. Neither this Agreement nor any rights or obligations hereunder may be assigned or sub-contracted by Vendor without the prior written consent of OnTrack Studio nor will any assignment without such prior written consent be void.
- OnTrack Studio shall have the right to assign the Terms (including all of our rights, titles, benefits, interests, and obligations and duties in the Terms to any person or entity (including any affiliates of OnTrack Studio). You may not assign, in whole or part, the Terms to any person or entity.
- The Contract states that OnTrack Studio and you are independent contractors, and no employer-employee relations shall exist between Partner and OnTrack Studio. Furthermore, nothing contained in the Contract shall be deemed to create a joint venture, partnership, employment, agency or similar arrangement between Partner and OnTrack Studio.
- Vendor does not possess any power or authority by reason of the Contract to bind OnTrack Studio, or to assume or create any obligation or responsibility, expressed or implied, on behalf of OnTrack Studio, and Vendor shall not represent to anyone that it possesses such power or authority.
- OnTrack Studio’s failure to enforce any right or failure to act with respect to any breach by you under the Terms will not constitute a waiver of that right nor a waiver of OnTrack Studio’s right to act with respect to subsequent or similar breaches.
- If any provision of these Terms is held by a court of competent jurisdiction to be invalid, unenforceable or illegal for any reason, the validity or enforceability of any or all of the remaining portions shall not be affected.