服务条款

**BY SIGNING UP FOR AN ACCOUNT OR BY USING ANY TRACKINGMORE SERVICE IN ANY WAY, YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS which also incorporate by this reference the Order Form, [TrackingMore Privacy Policy](https://www.trackingmore.com/privacy.html "TrackingMore Privacy Policy") and all other terms or policies that may be published from time to time on the Site ("Terms of Use", "Terms").** Some portion of the Service may be subject to additional terms and conditions specified by TrackingMore. Your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference. TrackingMore reserves the right, at any time: (1) to modify or update any of the Terms of Use, said modification or update being effective upon its posting on the Site; (2) to suspend or interrupt the access to or the operation of the Service, or any portion of it, as necessary to perform maintenance and/or for any other purpose; and/or (3) to modify or change the Service, or any portion of it, including namely but not exclusively by adding, removing or modifying features and options within the Service. Your continued use of the Service shall be considered your acceptance to the revised Terms of Use. **SHOULD YOU OBJECT TO ANY OF THE TERMS OF USE OR ANY SUBSEQUENT MODIFICATIONS, YOUR ONLY RECOURSE IS TO IMMEDIATELY DISCONTINUE THE USE OF THE SERVICE.** If any individual enters into these Terms on behalf of a company, organization or another legal entity ("Entity"), said individual agrees to these Terms of Use for that Entity and represents to TrackingMore that he/she has the authority to legally bind such Entity and its Affiliates. #### 1. DEFINITIONS When used in these Terms with the initial letters capitalized, in addition to terms defined elsewhere in these Terms, the following terms shall have the following meanings: 1.1 **“Account”** means any and all TrackingMore accounts created by or on behalf of User. 1.2 **“Affiliates”** means any corporation which in relation to the person/entity concerned is a holding company or a subsidiary of any such holding company of a corporation (or a subsidiary of a corporation) at least one-fifth of the issued equity share capital of which is beneficially owned by the person concerned or an associate thereof under the preceding part of this definition. Where the person concerned is an individual or firm or other unincorporated body the expression “Associate” shall mean and include any corporation directly or indirectly controlled by such person. 1.3 **“TrackingMore, Our, Us, We”** means the applicable TrackingMore Contracting Party (as defined in section 2 below). 1.4 **“TrackingMore Customers”** means any and all End-Users which are TrackingMore customers and uses the Application. 1.5 **“TrackingMore Tracking”** means any and all services provided by TrackingMore in connection with tracking and parcel information (such as individually reported tracking events, parcel location and timing information) including but not limited to the relevant portions of the Site, Software, API and Documentation. 1.6 **“API”** means the application programming interfaces developed and enabled by TrackingMore that permits User to access certain functionality of the Service including but not limited to the TrackingMore REST API that enables the interaction with a TrackingMore instance automatically through HTTP requests and the TrackingMore application development API that enables the integration of a TrackingMore instance with other web applications. 1.7 **“Application”** means the mobile software application of TrackingMore which TrackingMore Customers use to allow them to access, manage and process their Tracking Data. 1.8 **“Confidential Information”** means all information disclosed by User to TrackingMore or by TrackingMore to User which is in tangible form and labelled "confidential" (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the receiving Party at the time of disclosure by the disclosing Party; (b) was or is obtained by the receiving Party by a third party not known by the receiving Party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of these Terms; (d) was or is independently developed by the receiving Party without use of the disclosing Party's Confidential Information; or (e) is Anonymized Data. 1.9 **“Data”** means all data, electronic data, text, messages or other materials submitted to the Service by You in connection with Your use of the Service. 1.10 **“Documentation”** means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Service provided or made available by TrackingMore to You through the Site or otherwise. 1.11 **“End-User”** means any individual or entity which (i) is a customer of the User and/or (ii) which Personal Data is being processed by TrackingMore as part of the Service provided to the User. 1.12 **“Force Majeure”** means any act, event or cause beyond the reasonable control of the non-performing Party including namely but not exclusively acts of God, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, acts of hackers or third party internet service providers, all of which by the exercise of due diligence such non-performing Party is unable to foresee and overcome. 1.13 **“Party/Parties”** means TrackingMore and User, each a Party and together the Parties. 1.14 **“Personal Data”** means any information relating to an identified or identifiable natural person included in the Data; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. 1.15 **“Processing”** means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. 1.16 **“Subscription Plan”** means the specific plan for which You subscribe, whether free or paid, as detailed on the Site, and the portion of the Service associated with said plan. 1.17 **“Shipping Provider”** means the Third Party Shipping Services Provider 1.18 **“Site”** means any and all websites operated or owned by TrackingMore including namely but not exclusively www.trackingmore.com. 1.19 **“Software”** means any and all software(s) provided by TrackingMore to Users. 1.20 **“Store”** means any and all stores, whether online or physical retail location(s), associated with the Account. 1.21 **“Subscription Term”** means the period during which the User has agreed to subscribe to the portion of the Service as detailed in the Subscription Plan. 1.22 **“Third Party Services”** means third party products, applications, services, software, products, networks, systems, directories, websites, databases and information which the Service links to, or to which User may connect or enable in connection with the Service, including, without limitation, certain Third Party Services which may be integrated in the Service. 1.23 **“Third Party Shipping Service(s)”** means third party shipping services (including products, applications, additional services, software, networks, systems, directories, websites, databases and information) which the User may use. 1.24 **“Tracking Data”** means any data related to parcel shipping including namely but not exclusively order number, order value, order date, item name, item value, item amount, item weight, tracking number, carrier name, shipping method, box type, parcel weight, ship date, ship from address, End-User name, End-User email, End-User phone number, End-User's shipping address, store name, store website, carrier preferences, notification content, notification preferences, delivery status, delivery location, delivery date, signed by name, expected delivery date, shipping label file, shipping rates, manifest file, returns reason, returns method, resolution type, returns product images, refund amount, returns date. 1.25 **“User, You, Your”** means any individual or Entity and its Affiliates using the Site and/or the Services. 1.26 **“User Registered Address”** shall mean (i) the registered address of the Website User as shown in the User Account or (ii) the registered address of the Enterprise User as shown in the Master Service Agreement or Order Form, whichever being applicable to the Parties. Website User means any User which has not concluded an Order Form with TrackingMore. #### 3. GENERAL CONDITIONS; ACCESS TO AND USE OF THE SERVICE - 3.1 Subject to the agreement and the compliance by User with these Terms, User has the right to access and use the portion of the Service provided by TrackingMore for free and with no subscription, as detailed on the Site. The Application developer and API agreement shall apply to the use of the API in connection with this Agreement. - 3.2 An Internet connection is required for proper transmission of the Service. User is responsible for procuring and maintaining the network connections that connect the network to the Service, including, but not limited to, "browser" software that supports protocols used by TrackingMore, including Secure Socket Layer (SSL) protocol or other protocols accepted by TrackingMore. TrackingMore is not responsible for any modification or compromise of data, including Your Data, caused by the transmission across computer networks or telecommunications facilities which are not owned, operated or controlled by TrackingMore. TrackingMore assumes no responsibility for the reliability or performance of any connections described in this section. - 3.3 You agree (a) not to license, sublicense, sell, resell, rent, lease, transfer, assign, distribute or time share any rights granted by these Terms to any third party; (b) not to modify, adapt, or hack the Service or otherwise attempt to gain unauthorized access to the Service or related systems or networks; (c) not to falsely imply any association or partnership with TrackingMore; (d) not to use the Service in any unlawful manner, including but not limited to violation of any person's privacy rights; (e) not to use the Service to send unsolicited or unauthorized junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages; (f) not to use the Service to store or transmit files, materials, data, text, audio, video, images or other content that infringes on any person's intellectual property rights and any privacy rights; (g) not to use the Service in any manner that interferes with or disrupts the integrity or performance of the Service and its components; (h) not to attempt to decipher, decompile, reverse engineer or otherwise discover the source code of the Software, the Site or the Service; (i) not to use the Service to post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libellous, obscene, or discriminatory; (j) not to use the Service to post, transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software ("Malicious Software"); (k) not to try to use, or use the Service in violation of these Terms; (l) not to obtain or attempt to obtain any materials, documents or information, including namely but not exclusively personal identification, Personal Data, password Data, and other information of any other User through any means not purposely made available through the Service; (m) not to probe, scan, or test the vulnerability of any system or network of TrackingMore or breach any security or authentication measures, avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by TrackingMore to protect the Service, Site or Software; (n) not to misrepresent yourself, your age or impersonate any other individual or entity; (o) not to use or access the Service in order to monitor the availability, performance or functionality of the Service or for any other similar benchmarking purposes; (p) not to remove or destroy any copyright notices, proprietary markings or confidentiality notices placed upon, contained within or associated with the Services; (q) not to develop any applications or programs whose purpose is to migrate Users or End-Users away from TrackingMore and/or that excessively burden TrackingMore Site, Software and API. - 3.4 The Service is not available to individuals who are younger than 18 years old. You may not use the Site if you are not of a legal age to form a binding contract and otherwise capable of entering into these Terms. TrackingMore does not knowingly collect personally identifiable information from users under the age of 18. Such users are expressly prohibited from submitting their personally identifiable information to TrackingMore; any information submitted by such users will not knowingly be used, posted, or retained by TrackingMore. - 3.5 User is responsible for compliance with the provisions of these Terms and for all activities that occur under the Account, as well as for its Data. - 3.6 You are solely responsible for ensuring that use of the Service to store and transmit Your Data is compliant with all applicable laws and regulations including namely but not exclusively all Applicable Personal Data Laws. You are solely responsible for ensuring that the use of the Service and the processing of Your Data does not to infringe any third party's intellectual property and privacy rights. - 3.7 User maintains all responsibility for determining whether the Service or the information generated thereby is accurate or sufficient for its purposes. - 3.8 Access to and use of portion of the Service may be restricted to a specified number of individuals permitted under the applicable Subscription Plan. - 3.9 User agrees and acknowledges that each individual accessing the Account will be identified by a unique username and password ("Login") and that an individual Login may only be used by one individual. - 3.10 Users are responsible for maintaining the confidentiality of all Login information related to the Account and shall restrict its disclosure to itself and its employees who need to know said Login and who are subject to confidentiality obligations at least as stringent as those provided in these Terms. - 3.11 TrackingMore reserves the right, in TrackingMore's discretion, to temporarily suspend Your access to and use of the Service: (a) during planned downtime for upgrades and maintenance; (b) during any unavailability of the Service caused by Force Majeure events or circumstances; (c) if TrackingMore suspects or detects any malicious software or file connected to Your Account or use of the Service by You; and/or (d) for any other reason which TrackingMore deems reasonable. TrackingMore will use commercially reasonable efforts to schedule planned downtime for weekends (Pacific time zone) and other off-peak hours. TrackingMore will use commercially reasonable efforts to communicate in advance the planned downtime periods to Users. - 3.12 Additional terms and conditions may apply to specific portions or features of the Service including contests, promotions or other services, all of which terms are made a part of these Terms of Use by this reference. You agree to abide by such other terms and conditions. If there is a conflict between these Terms of Use and the terms posted for or applicable to a specific portion of the Site or the Service offered on or through the Site, the latter terms shall control with respect to your use of that portion of the Site or the specific portion of the Service. #### 4. CONFIDENTIALITY - 4.1 Subject to the express permissions of these Terms, You and TrackingMore will protect each other's Confidential Information from unauthorized use, access or disclosure in the same manner as each protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms, TrackingMore, User and their respective Associates may use the other Party's Confidential Information solely to exercise their respective rights and perform their respective obligations under these Terms and may only disclose Confidential Information to their employees, agents and representatives, their respective Associates and their respective Associates’ employees, agents and representatives who need to know such information in order to perform their respective duties. - 4.2 You agree that TrackingMore, its Affiliates and their respective employees, agents and representatives shall have the right to access Your Account and to use, modify, transfer, reproduce, display and disclose the Data to the extent necessary to provide the Service including, without limitation, in response to Your support requests. You Agree that, solely to the extent necessary to provide the Services, TrackingMore shall be authorized (i) to permit to use, modify, reproduce and (ii) to disclose the Data (including Confidential Information) to the Authorized Subprocessors, Authorized Carriers, End-Users, TrackingMore Customers, Shipping Providers, Third Party Service Providers and their employees, agents and representatives. - 4.3 TrackingMore will maintain commercially reasonable administrative, physical and technical safeguards to protect the security, confidentiality and integrity of Your Data. - 4.4 TrackingMore may also disclose Confidential Information and information about the Account, Your Data and Users in order to (a) comply with the applicable laws and regulations; (b) respond to lawful requests, legal process, orders from a court/other legal authority and/or subpoena; (c) protect TrackingMore's rights or property, including enforcement of these Terms or other policies associated with the Service; and/or (d) protect personal safety. #### 5. PERSONAL DATA - 5.1 TrackingMore collects certain information about the Account, Your Data, Users, End-Users, Tracking Data as well as the devices, computers and other tools used in connection with the Service. TrackingMore uses, discloses, and protects this information as described in TrackingMore Cookies Policy and TrackingMore Privacy Policy. - 5.2 TrackingMore will process, use, modify, collect and store Personal Data within the meaning of Applicable Data Protection Laws. By submitting any Personal Data to TrackingMore, User represents and warrants that User has (1) complied with any and all applicable laws including namely but not exclusively all Applicable Data Protection Laws, (2) provided all relevant notices and obtained any necessary consent from the data subjects required for TrackingMore to process the Personal Data and (3) informed the data subjects of the purposes for which Personal Data is being processed. - 5.3 As part of the provision of the Services, TrackingMore may process Personal Data, as processor, on behalf of User, the controller. By submitting any Personal Data to TrackingMore, User agrees with the terms of TrackingMore Data Processing Agreement. - 5.4 Personal Data and Confidential Information do not include anonymized data, which is data (including Your Data) TrackingMore collects about the use of the Services or about a group or category of products, services, Users and End-Users, from which individual identities, identifiable information or other Personal Data has been irreversibly removed (“Anonymized Data”). TrackingMore shall be authorized to use, combine, disclose, analyse and create derivative works of all Anonymized Data. In other words, information about how You use the Service may be collected, de-identified and then combined with information about how others use the Service. The Terms and the TrackingMore Data Processing Agreement do not restrict or limit TrackingMore's collection, use and disclosure of Anonymized Data. - 5.5 User agrees, authorizes and instructs TrackingMore, in order for TrackingMore to provide its Services, to process, use and aggregate Anonymized Data processed in connection with one or more Store(s) with the Anonymized Data processed in connection with one or more other Store(s) provided however that these Stores shall be included in the same User Account. User agrees, authorizes and instructs TrackingMore, in order for TrackingMore to provide its Services, to process, use and aggregate Anonymized Data processed in connection with one or more Service(s) with the Anonymized Data processed in connection with one or more other Service(s) provided however that these Services are provided to the same User. - 5.6 User shall ensure that the processing, use and aggregation described in section 5.5 complies with all applicable laws provided however that the anonymization has been properly made by TrackingMore. #### 6. INTELLECTUAL PROPERTY RIGHTS - 6.1 Subject to these Terms, TrackingMore hereby grants You a non-exclusive, non-transferable, non-sublicensable, limited right and license to use the Service. The rights granted herein are subject to Your compliance with these Terms of Use. The Service is being licensed to you and you hereby acknowledge that no title or ownership in the Service is being transferred or assigned and these Terms of Use are not to be construed as a sale of any rights in the Service. - 6.2 The trademark of TrackingMore® as shown on the Site, the Application, the Software or the Documentation are trademark owned by TrackingMore and/or its Affiliates (collectively, "TrackingMore Trademark"). Unless otherwise provided by applicable laws or regulations, TrackingMore Trademark may not be used in any manner other than expressly authorized in a written agreement. - 6.3 The Service, Software, Site, TrackingMore API and all patents, trademark, copyrights (including namely but not exclusively the rights to make copies, to prepare derivatives, to make a public performance and/or to publicly display the Content), inventions, software, websites, applications, processes, methodologies, domain names, documentation, information, templates, tools, documents, trade secrets, trade names, common law trademark rights, data bases, know-how, and any and all other property and/or intellectual property rights (collectively, "TrackingMore Intellectual Property Rights") owned by, used by or on behalf of TrackingMore or any Affiliate, or otherwise related to the Service, are, will be and remain the sole and exclusive property of TrackingMore or its Affiliates. The rights granted to You to use the Service under these Terms do not convey any additional rights in the Service, or in any TrackingMore Intellectual Property Rights. - 6.4 TrackingMore shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Service or otherwise use any suggestions, enhancement requests, recommendations or other feedback TrackingMore receives from You. TrackingMore reserves all rights not expressly granted to You. - 6.5 All content of the Service, Site, Application or Software including, but not limited to, all text, graphics, documents, templates, user interfaces, visual interfaces, photographs, product and virtual product descriptions and design, FAQs, videos, logos, TrackingMore trademark, sounds, music, artwork, computer code, computer program, application and software (collectively, "Content"), including the arrangement of such Content, is owned, controlled or licensed by or to TrackingMore, and is protected by trade dress, copyright, trademark, and any and all applicable intellectual property rights. Except as expressly provided in the Terms of Use or authorized by TrackingMore in a written agreement, no Content or part of Content may be copied, duplicated, sold, resold, reverse engineered, decompiled, reproduced, modified, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, or distributed in any way through any media whatsoever. - 6.6 Subject to TrackingMore compliance with these Terms, User hereby grants to TrackingMore a limited, non-exclusive, non-transferable, fully-paid, worldwide, royalty-free license to use, subject to applicable guidelines set forth by User, the User's registered and unregistered trademark, tradename and logo in connection with the distribution, promotion and marketing of TrackingMore Service. Unless provided otherwise in writing, TrackingMore shall have no obligations towards User to submit advertising materials containing User's trademark prior to distribution, promotion and marketing of TrackingMore Service. Except as set forth in this section 6.6, nothing in these Terms shall grant or shall be deemed to grant to one Party any right, title or interest in or to the other Party's trademark. #### 7. THIRD PARTY SERVICES - 7.1 If You decide to enable, access, integrate, connect or use Third Party Services, be advised that Your access, integration, connection and use of such Third Party Services is governed by the terms and conditions of such Third Party Services. TrackingMore does not endorse, is not responsible or liable for, and makes no representations as to any aspect of such Third Party Services, including, without limitation, the accuracy, completeness or authenticity of the information contained or the manner in which the Third Party Services providers handle data, including Your Data, or any interaction between You and the Third Party Service provider. - 7.2 By enabling, accessing, integrating or connecting any Third Party Services including namely but not exclusively Shopify, Magento, Amazon Seller Central, Google Shopping and WooCommerce, You are expressly permitting TrackingMore to (i) disclose, collect, process and retain Your Login, Your Data or any other relevant data provided by You or the relevant Third Party Service provider to the extent necessary to facilitate the access, integration or connection of such Third Party Service with the Service, (ii) access, use, collect, process and retain any and all data originating from relevant Third Party Service provider and to combine said data with Your Data to the extent necessary for TrackingMore to provide the Services. - 7.3 TrackingMore may obtain information including Personal Data if you decide to enable, access or use social media authentication or other authentication services including namely but not exclusively if You log into Our Services through such Third Party Service or otherwise provide Us with access to information from such Third Party Service. Any access that We may have to such information from a third party social media or authentication service is in accordance with the authorization procedures determined by that Third Party Service provider. - 7.4 You irrevocably waive any claim against TrackingMore with respect to Third Party Services. TrackingMore is not liable for any damage or loss caused or alleged to be caused by or in connection with Your enablement, access, integration, connection or use of any such Third Party Services, or Your reliance on the privacy practices, data security processes or other policies of such Third Party Services. #### 8. THIRD PARTY CONTENT The Service may contain features and functionalities that may link You or provide You with access to third party content which is completely independent of TrackingMore, including websites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet in general. Your interactions with organizations or individuals found on or through the Service are solely between you and such organizations or individuals. You should make whatever investigation You feel necessary or appropriate before proceeding with any interaction with any of the third parties providing Third Party Services. You agree that TrackingMore is not responsible or liable for any loss or damage of any kind or nature incurred as the result of any such dealings. #### 9. DISPUTES BETWEEN USERS, END-USERS AND THIRD PARTIES If there is a dispute between Users, End-Users and/or Third Party Service Provider, You understand and agree that TrackingMore is under no obligation to become involved. In the event that You have a dispute with any other User, End-User or Third Party Service provider, You hereby release the Released Parties from claims, demands, and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes. #### 10. SHIPPING PROVIDERS TRACKINGMORE DOES NOT PROVIDE SHIPPING SERVICES. You and the Shipping Provider are responsible for any shipment. Your use of Shipping Provider is subject to, and You are responsible for compliance with, all applicable terms and conditions of the relevant Shipping Provider. Please also refer to the applicable shipping restrictions for more information about what You are and are not permitted to ship through the applicable Shipping Provider. By using Third Party Shipping Services, You are responsible for compliance with all applicable laws, regulations, and third party rights. In addition, it is Your responsibility to alert the Shipping Provider of any and all shipment within highly regulated (national, federal state or local) industries, including, without limitation, the labelling of dangerous goods and hazardous materials. Where User’s goods in the shipments are designated as “hazardous materials” or otherwise require compliance with additional shipping regulations (such as “restricted matter” or “perishable matter”) (together, “Regulated Goods”), User will (a) immediately notify Shipping Provider of the presence of such Regulated Goods and (b) clearly identify the Regulated Goods with clear labels with an ongoing duty to imminently alert the Shipping Provider of any changes or additions to said Regulated Goods. #### 11. TRACKINGMORE TRACKING In addition to the Terms of Use, the following terms apply to Your access and use of TrackingMore Tracking. - 11.1 During the Subscription Term and subject to compliance by User with these Terms, User has the limited right to access and use the portion of the Service consistent with the Subscription Plan. - 11.2 In Order to subscribe to paid Subscription Plans, User shall either buy Credits or pay a monthly subscription fee as described on the Site. For more information about the payment plans, please refer to the pricing page. - 11.3 Downgrading the Subscription Plan may cause loss of content, features, or access to specific portions of the Service that may have been previously available to User. TrackingMore does not accept any liability for such loss. - 11.4 TrackingMore provides tracking information originating from the relevant Authorized Carriers. In addition, and without any limitation to the warranty disclaimer provided in These Terms, TrackingMore makes no warranty whatsoever (i) in respect of the accuracy and integrity of the information provided by the Authorized Carriers and (ii) that the information will be communicated to the User integrally and/or in a timely manner. #### 12. BILLING AND CANCELLATIONS - 12.1 Taxes. The fees and charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). User agrees to pay applicable direct or indirect Taxes associated with its purchases hereunder, which, to the extent TrackingMore is legally required to collect the same, will be itemized on the TrackingMore invoice. If User has an obligation to withhold any amounts under any law or tax regime (other than U.S. income tax law), User will gross up the payments so that TrackingMore receives the amount quoted and invoiced. If TrackingMore has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount will be invoiced and paid by the User, unless, prior to the invoice date, User provides TrackingMore with a valid tax exemption certificate authorized by the appropriate taxing authority or other acceptable documentation as agreed upon by TrackingMore. TrackingMore reserves the right to issue a supplemental bill for any taxes not fully collected due to an error, and User agrees to pay any such supplemental bill issued by TrackingMore. - 12.2 Credit Card. If User pays by credit card, the Service provides an interface for the account owner to insert or change credit card information. The User will receive a receipt for each confirmed payment. If User pays by credit card, User agrees that TrackingMore will use a third-party intermediary to manage credit card processing. - 12.3 Cancellation. To cancel, Users shall go to the User Account page and follow the instructions for cancellation. If User cancels its Subscription Plan, the limited right to access and use the portion of the Service consistent with the Subscription Plan will automatically terminate at the end of the applicable billing period. Unless User cancels its Subscription Plan before the billing date, User especially authorizes TrackingMore to charge the applicable Subscription Plan fee for the next billing cycle to the relevant payment method. User can cancel its Subscription Plan at any time and will continue to have access to the Service through the end of the billing period. - ** 12.4 No refund. Payments are non-refundable and TrackingMore does not provide refunds or credits for any partial Subscription periods or unused TrackingMore Services.** - 12.5 Changes to the Price and Subscription Plan. TrackingMore may change Subscription Plans including namely but not exclusively price, features and options from time to time. Any price changes or changes to Your Subscription Plan will apply no earlier than 30 days following notice to You. #### 13. TERMINATION If User does not log in to the Account for 12 or more months, TrackingMore may treat the Account as "inactive" and permanently delete the Account, Your Data and any other data associated with it. TrackingMore reserves the right to block users from certain IP addresses or device numbers and prevent access to the Service. Your license terminates immediately if You attempt to circumvent any technical protection measures used in connection with the Service or You otherwise use the Service in breach of these Terms of Use. We may suspend or terminate your use of the Service if you are not complying with these Terms, the Documentation, or if you use the Services in any way that could cause us legal liability or disrupt others' use of the Services. TrackingMore reserves the right in its sole discretion to terminate Your Account, delete Your profile and any of Your Data and restrict Your use of all or any part of the Service for any or no reason, without notice, and without liability to you or anyone else. #### 14. WARRANTY DISCLAIMER **YOU AGREE THAT USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, THE RELEASED PARTIES DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY, AND PERFORMANCE OF THE SERVICE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE RELEASED PARTIES DISCLAIM ANY WARRANTIES FOR THIRD PARTY SERVICES OR GOODS RECEIVED THROUGH THE SERVICE OR ANY LINKS ON THE SERVICE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE RELEASED PARTIES DISCLAIM ANY WARRANTIES FOR VIRUSES OR OTHER HARMFUL COMPONENTS IN CONNECTION WITH THE SERVICE.** THE RELEASED PARTIES WILL HAVE NO LIABILITY FOR, NAMELY BUT NOT EXCLUSIVELY: (a) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (b) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (c) ANY UNAUTHORIZED ACCESS TO OR USE OF TrackingMore SERVERS OR OF ANY PERSONAL OR FINANCIAL INFORMATION; (d) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SERVICE; (e) ANY COMPUTER VIRUSES OR MALICIOUS CODE THAT MAY BE TRANSMITTED ON OR THROUGH THE SERVICE; OR (f) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY FUNCTIONALITY OR CONTENT POSTED, E-MAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE ON OR THROUGH THE SERVICE. **THE RELEASED PARTIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY SERVICE OR THIRD PARTY PRODUCT RECOMMENDED, ADVERTISED, OFFERED ON OR THROUGH, INTEGRATED IN OR CONNECTED TO THE SERVICE OR ANY LINKED WEBSITE.** YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING FROM DOING SO. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TRACKINGMORE OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS OF USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OR ALL OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU. #### 15. LIMITATION OF LIABILITY **TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL THE RELEASED PARTIES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (EVEN IF TRACKINGMORE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY ASPECT OF YOUR USE OF THE SERVICE, WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF THE SERVICE, FROM INABILITY TO USE THE SERVICE, OR THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF THE SERVICE. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED ARISING OUT OF OR IN CONNECTION WITH THIRD PARTY SERVICES RECEIVED THROUGH THE SERVICE OR ANY LINKS ON THE SERVICE, AND WITH RESPECT TO DAMAGES IN CONNECTION WITH INFORMATION RECEIVED THROUGH THE SERVICE OR ANY LINKS ON THE SERVICE. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.** NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, IN NO EVENT SHALL TrackingMore's ENTIRE LIABILITY TO YOU UNDER THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EXCEED THE PRICE PAID BY YOU DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO ANY CLAIM FOR DAMAGES. NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR (I) DEATH OR BODILY INJURY CAUSED BY ITS NEGLIGENCE, (II) FRAUD OR (III) ANY OTHER LIABILITY THAT, BY LAW, CANNOT BE LIMITED OR EXCLUDED. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THIS LIMITATION MAY NOT APPLY TO YOU. #### 16. INDEMNITY OF TRACKINGMORE YOU AGREE TO INDEMNIFY AND HOLD THE RELEASED PARTIES HARMLESS FROM AND AGAINST ANY AND ALL ACTIONS, DEMANDS, LIABILITY, CLAIMS, DAMAGES, LOSSES, PENALTIES, FINES AND EXPENSES INCLUDING NAMELY BUT NOT EXCLUSIVELY ATTORNEYS' FEES AND COURT COSTS, MADE BY ANY THIRD PARTY DUE TO, ARISING OUT OF, RESULTING FROM OR IN CONNECTION WITH: (A) ANY INFORMATION (INCLUDING YOUR DATA OR ANY OTHER DATA) THAT YOU OR ANYONE USING YOUR ACCOUNT SUBMIT, POST, OR TRANSMIT ON OR THROUGH THE SERVICE; (B) THE USE OF THE SERVICE OR THIRD PARTY SERVICES BY YOU OR ANYONE USING YOUR ACCOUNT; (C) THE VIOLATION OF THESE TERMS OF USE BY YOU OR ANYONE USING YOUR ACCOUNT; OR (D) THE VIOLATION OF ANY RIGHTS OF ANY THIRD PARTY, INCLUDING INTELLECTUAL PROPERTY OR PERSONAL DATA RIGHTS BY YOU OR ANYONE USING YOUR ACCOUNT. EACH PARTY WILL (AT USER’S SOLE COST AND EXPENSE) PROVIDE REASONABLE CO-OPERATION TO THE OTHER PARTY IN THE DEFENCE AND SETTLEMENT OF SUCH CLAIM. USER WILL, UPON ITS WRITTEN REQUEST, BE GIVEN SOLE AUTHORITY TO DEFEND OR SETTLE SUCH CLAIM, PROVIDED THAT (A) USER KEEPS TRACKINGMORE INFORMED OF THE PROGRESS OF ITS DEFENCE OR SETTLEMENT; AND (B) USER DOES NOT COMPROMISE OR SETTLE SUCH CLAIM WITHOUT UNCONDITIONALLY RELEASING EACH RELEASED PARTIES AND EACH TRACKINGMORE SERVICE PROVIDER OF ALL LIABILITY IN RESPECT OF SUCH CLAIM. #### 17. FORCE MAJEURE Except in relation to obligations to make payments under these Terms, no Party shall be held liable for any delay or failure in performance of any provision of these Terms if, based on evidence provided by the non-performing Party to the other Party, such performance is delayed or prevented by Force Majeure. #### 18. APPLICABLE LAW AND JURISDICTION - 18.1 The Service is operated from Hong Kong. These Terms of Use will be governed by and construed in accordance with the laws of Hong Kong, without giving effect to any conflict of laws rules or provisions. - 18.2 Information available on the Service may also be subject to the laws of the country where You reside. Access in countries where the information or Services provided are illegal is prohibited. - 18.3 The Parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Hong Kong with respect to any dispute or claim arising out of or in connection with the Terms of Service. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded. #### 19. GENERAL - 19.1 Severability. If any provision in the Terms of Use is held invalid, the remainder of the Terms of Use shall continue to be enforceable. If any provision in the Terms of Use is deemed unlawful, void or unenforceable, then that provision is deemed severable from the Terms of Use and the remaining provisions are still valid and enforceable. - 19.2 Assignment. User will not assign or otherwise transfer this Agreement, in whole or in part, without TrackingMore’s prior written consent. Any attempted assignment, delegation, or transfer in violation hereof will be null and void and will constitute an incurable material breach of this Agreement. TrackingMore may assign this Agreement, in whole or in part. - 19.3 No Waiver. Any waiver of any breach or default by either Party will not constitute a waiver of any other right or any subsequent breach or default. Failure or delay by either Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. - 19.4 Independent Contractor. Each Party is an independent contractor in the performance of each and every part of this Agreement and the Parties do not intend to enter into any joint venture, partnership, employee-employer relationship or the like. There are no third party beneficiaries to the Agreement. - 19.5 Scope of the Agreement. Each of the Parties acknowledges that it is not entering into this Agreement in reliance upon any representation, warranty, collateral contract or other assurance (except those set out in this Agreement and the documents referred to in it) made by or on behalf of any other Party before the execution of this Agreement. Each of the Parties waives all rights and remedies which, but for this clause, might otherwise be available to it in respect to any such representation, warranty, collateral contract or other assurance, provided that nothing in this clause shall limit or exclude any liability for fraud. - 19.6 Singular/Plural. Unless the context otherwise requires, words in the singular include the plural and words in the plural include the singular. - 19.7 Entire Agreement. This Agreement supersedes all prior and contemporaneous proposals, statements, sales materials or presentations, and agreements, both oral and written, and contains the entire understanding of the Parties on the subject matter hereof.