Register - CharityEZ Software Suite

Overview. The terms "you" and "your" refer to the person that agrees to a Service. The term "Order" or "Invoice" refers to a specific product(s) or service(s) that you have requested Tracking Solutions provide. You will have agreed to this through any means including, through an authorized representative of Tracking Solutions who completes an order on your behalf as you instruct either over the telephone or in person or via email, or through a request via the Tracking Solutions website. All Sections within our General Terms (this document) apply to all Services that you order. Additional terms that relate to specific Services may be described in one or more Agreements however presented to you whether separately or through a SkillTracker,LLC. web site. In addition, you agree to be bound by the Tracking Solutions General Terms of Service, Terms of Use, Privacy Policy, and any other policies that Tracking Solutions posts on its web site, www.TrackingSolutions.org or any of the other Tracking Solutions websites from time to time, each as it may be modified from time to time. Tracking Solutions‘ Privacy Policy may be viewed online on the Tracking Solutions website. Tracking Solutions reserves the right to modify its privacy and security policies from time to time. The Policies, your Agreement, and related documents are incorporated into and form a part of your Agreement. To the extent there is a conflict among or between any of those documents, they will govern in the following order of precedence: (a) the Invoice/Receipt, (b) the specific Agreement, (c) these General Terms and (d) the Policies.

Authorization. Any individual that places an order with Tracking Solutions on behalf of another person or business, represents and warrants that (a) he or she is a duly authorized agent of that other person or business and has the authority to enter into this Agreement and to place that order on behalf of that other person or business, and (b) this Agreement is binding and enforceable against that other person or business. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT CLICK ON THE “I AGREE” BUTTON AND YOU MUST NOT AGREE TO ANY INVOICE OR CONFIRMATION. IF YOU PLACE AN ORDER WITH Tracking Solutions ON BEHALF OF ANOTHER PERSON OR BUSINESS AND YOU DO NOT HAVE THE AUTHORITY TO BIND THAT OTHER PERSON OR BUSINESS, YOU ALSO WILL BE PERSONALLY LIABLE TO Tracking Solutions UNDER THIS AGREEMENT.

Services. Subject to your compliance with this Agreement, (a) you may from time to time purchase one or more Services from Tracking Solutions, and (b) Tracking Solutions will provide those Services to you in accordance with this Agreement. THE SERVICES ARE INTENDED SOLELY FOR BUSINESS AND COMMERCIAL USE, AND NOT FOR FAMILY, HOUSEHOLD OR CONSUMER USES.

Charges and Payment of Fees, Taxes. Unless expressly provided otherwise in your Invoice, in an Agreement, or as required by law, all fees are fully earned upon payment and upon each renewal of your Service. All payments must be made in advance and once made are non-cancelable and all amounts are non-refundable.

Billing and Payment. When you provide or send your credit card information or other payment information to Tracking Solutions, that act will constitute your express authorization and instruction to Tracking Solutions to charge that credit card or accept other payment source for all fees and other amounts due and payable to Tracking Solutions under this Agreement. You are solely responsible for the credit card and/or payment information you provide to Tracking Solutions, and you must promptly inform Tracking Solutions of any change to the issuer, account number, expiration date, security code or other information necessary for Tracking Solutions to charge that credit card or other payment source.

Term and Renewal. Tracking Solutions provides and you purchase, the Service for the term specified in your Invoice, or if your Invoice does not specify the duration of the term, then for the duration of the term specified in the Agreement for that Service. Unless either Tracking Solutions or you provide notice of termination to the other party in the manner described below, your Service will automatically renew on the same terms (except as described in Section 4 of this Services Agreement) for successive renewal terms. Each renewal term will be for the duration specified in your Invoice or Agreement.

Ownership.

Licenses.

DISCLAIMERS AND LIMITATIONS.

Indemnity.

Termination of Service, Solution, or Product.

Effect of Termination. Unless otherwise specified in your Invoice or Agreement, you will not receive a refund of any amounts you have paid if this Agreement is terminated, and you may incur additional fees as described in the Agreement for the affected Services (e.g., when a fee is payable in installments). If the Agreement terminates as a result of your breach of the Agreement, you will pay, in addition to all outstanding fees, the costs of that termination, including reasonable costs that Tracking Solutions incurs in closing your account and terminating your receipt of the Service(s). You will pay those fees and costs within 30 days of your receipt of an invoice from Tracking Solutions for those costs. Upon termination of the Agreement for any reason, you will destroy the original and all copies of the works, materials and other deliverables that Tracking Solutions provided or made available to you under this Agreement or that Addendum, and Tracking Solutions may delete the information in its possession or under its control related to you.

Your Representations, Warranties and Promises. You represent, warrant and agree that: (a) you have the power and authority to enter into and perform your obligations under the Agreement, (b) you are of legal age to enter into the Agreement; (c) your use the Services will not directly or indirectly (i) infringe or misappropriate the intellectual property, publicity or legal rights of any other person; or (ii) violate any court order, contract or other obligation by which you are bound; (d) you will comply with the Policies and the other provisions of the Agreement; and (e) you will comply with applicable law.

Notices. Except as expressly provided otherwise in this Agreement, all notices to Tracking Solutions must be in writing and delivered via overnight courier or certified mail, return receipt requested, to SkillTracker,LLC, Attention: SkillTracker ADMIN 9850 S. 54^th Street, Franklin, WI 53132 USA. Tracking Solutions may deliver notices to you by sending them to the mailing address or email address that you provided when you placed an order, provided your Billing information, or opened an account with Tracking Solutions, and as you may have updated that information.

Announcements. When sending information to you, Tracking Solutions intends to comply with Federal and State laws relating to unwanted communications. Unless you comply with any opt-out or unsubscribe options Tracking Solutions may provide, you authorize Tracking Solutions to contact you at the telephone number or email or postal address you provided to Tracking Solutions (as you may update that information) regarding information that Tracking Solutions believes may be of interest to you. Notices, messages, announcements, and communications may include transactional or relationship content, commercial content, telephone solicitations, and other information such as marketing suggestions, account suggestions, changes, upgrades, new products, or services.

Interpretation. Section and paragraph headings are for convenience only and do not affect the meaning or interpretation of this Agreement. You have had the opportunity to have the Agreement reviewed by your attorneys; therefore, no rule of construction or interpretation that disfavors Tracking Solutions or that favors you will apply to the interpretation of this Agreement. Instead, this Agreement will be interpreted according to the fair meaning of its terms. The term "affiliate" means, with respect to a named individual or entity, any individual, association, partnership, corporation or other entity controlling, controlled by, or under common control with the named individual or entity on the effective date of this Agreement or at any time following that effective date. The term "and/or" means each and all of the persons, words, provisions or items connected by that term; i.e., it has a joint and several meaning. The term "applicable law" or words of similar import mean the laws, regulations, conventions, treaties, administrative rules, ordinances, court orders and other legal requirements of any governmental authority that has jurisdiction over or governs any person. The term "business day" means Monday through Friday excluding legal holidays observed by the United States Government. Any other reference to a "day" means a calendar day. The term "control" means the power to direct or cause the direction of the management and policies of an individual or entity, whether through the ownership of voting securities, by contract, or otherwise. The words "includes" and "including" are not limiting in any way and mean "includes or including without limitation." The words "must", "shall" and "will" are synonyms, and each means the action is mandatory rather than permissive. The word "person" includes individuals, corporations, partnerships, limited liability companies, co-operatives, associations and other natural and legal persons. To the extent a person's acceptance, consent, approval, authorization, determination, specification or similar action is required or permitted under any provision in this Agreement, that person may grant, withhold or condition that consent, approval, authorization, determination or specification in its sole discretion unless expressly stated otherwise in that provision.

Governing Law; Jurisdiction and Venue. This Agreement and any disputes under the Agreement or related in any way to the Services will be governed in all respects by and construed in accordance with the laws of the State of Wisconsin and, to the extent applicable, the federal laws of the United States of America, excluding their conflict of laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods. You agree (a) to submit to the jurisdiction of and venue in the state and federal courts located in the State of Oregon and (b) not to initiate any legal proceeding against Tracking Solutions in any other jurisdiction. BOTH PARTIES WAIVE ANY RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION BROUGHT IN CONNECTION WITH THIS AGREEMENT.

Export Restrictions. You will not import, export, or re-export directly or indirectly, any Service in violation of applicable law.

US Government Users. If Tracking Solutions provides any Service to a US Government User, that Service and any software and/or accompanying documentation for that Service are "commercial items," as those terms are defined in 48 CFR 2.101, they consist of "commercial computer software" and "commercial computer software documentation," as those terms are used in 48 CFR 12.212 and they are provided to the US Government only as commercial end items. All US Government entities that have the right to use the Services will have only those rights described in this Agreement.

Force Majeure. Neither party will be deemed in default under this Agreement, nor will it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations under this Agreement due to causes beyond its control including earthquake; flood; fire; storm; natural disaster; act of God; war; terrorism; armed conflict; labor strike; lockout; boycott; supplier failures, shortages, breaches, or delays; or any law, order regulation, direction, action or request of the government; or any other cause or circumstance, whether of a similar or dissimilar nature to the preceding, beyond the reasonable control of the affected party, provided that the party relying upon this section (a) gives the other party prompt written notice of that situation and, in any event, within five days of its discovery of that situation; and (b) takes all steps reasonably necessary under the circumstances to mitigate the effects of that force majeure event. If a force majeure event extends for a period in excess of 30 days, either party may immediately terminate the Agreement related to the affected Service.

Amendments & Changes to the General Terms. Tracking Solutions may revise, add to, delete from, or modify these terms at any time without liability. Changes to the General Terms will not apply retroactively and will become effective 7 days after posting; however changes to functionality or those made for legal reasons will be effective immediately. The General Terms, as they apply to any specific Agreement, may be revised during the term of that Agreement and those revisions will not apply retroactively but will become effective 7 days after posting; however revisions to functionality, for legal reasons, or if imposed by a Third Party Provider, will be effective immediately. The revised Terms will be posted at www.Tracking Solutions.com/legal. You should look at these Terms regularly. Shortly before the deadline for notice of termination described in Section 6 of this Services Agreement, you should review the current versions of the General Terms, any relevant Agreement, and the Policies that are available on the Tracking Solutions website to determine if you are willing to be bound by those documents. If you are not willing to be bound by any revision to those posted documents, you must prevent renewal of your Service by notifying Tracking Solutions in the manner described in the Agreement.

Miscellaneous. Tracking Solutions is one of your independent contractors. Tracking Solutions is not your partner, employee or joint venturer. Except for the Client Indemnitees and the Tracking Solutions Indemnitees, there are no intended third party beneficiaries of this Agreement. You will not assign or transfer the Agreement or any of your rights or obligations under this Agreement without Tracking Solutions's prior written consent. Tracking Solutions may assign or transfer to another the Services or Agreements we provide to you, and may allow you to do so with the written permission of Tracking Solutions. The Agreement will inure to the benefit of and be binding upon each permitted successor or assigns of the parties. Each provision in the Agreement will be treated as a separate and independent clause, and the unenforceability of any one clause will not impair the enforceability of any other clause in this Agreement. Moreover, if any provision of the Agreement is for any reason be held to be void or unenforceable as written, the parties intend that (a) such provision of the Agreement be enforced to the extent permitted by law, and (b) the balance of the Agreement remain in full force and effect. No waiver of any provision of the Agreement will be effective unless it is in writing and signed by an authorized officer of Tracking Solutions, and either party's granting of a waiver on one occasion will not affect its right to enforce that provision or any other provision of the Agreement at a later time.

Entire Agreement. The Agreement contains the entire understanding and agreement of the parties with respect to the matters it addresses, and it supersedes all previous agreements, statements and promises made by either party that are not contained in the Agreement. Most updated agreement that you agree to review and adhere to will be located at www.trackingsolutions,org/license.html.