End-User License Agreement

This End-User License Agreement ("EULA") is a legal agreement between you and VIRTUALLIFE TECHNOLOGIES INC., the operator of Trackloop order management software and related services.

Subject to your compliance with this EULA, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Software for your internal business purposes in accordance with your subscription plan.

Your license is contingent upon maintaining an active, paid subscription. Upon termination or expiration of your subscription, your license automatically terminates. This license includes the right to receive updates and modifications that we make generally available.

You shall not:

• •Copy, modify, adapt, translate, or create derivative works of the Software
• •Reverse engineer, decompile, disassemble, or attempt to discover the source code
• •Rent, lease, lend, sell, sublicense, or distribute the Software
• •Remove, alter, or obscure any proprietary notices or labels
• •Use the Software for any unlawful purpose or to develop competing products
• •Interfere with or disrupt the Software or upload viruses or malicious code
• •Use automated means (bots, scrapers) to access the Software

The Software, including all intellectual property rights, is and shall remain the exclusive property of VIRTUALLIFE TECHNOLOGIES INC. This EULA does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other intellectual property.

You retain all rights to your data. You grant us a license to use, process, and store your data solely to provide and improve the Software. We handle data in accordance with our Privacy Policy.

If you provide feedback or suggestions about the Software, we may use them without any obligation or compensation to you.

We collect, use, and process your personal information and customer data as described in our Privacy Policy, which is incorporated into this EULA by reference.

We implement industry-standard security measures to protect your data, including encryption in transit and at rest, access controls, and regular security audits. However, no method of transmission or storage is 100% secure.

While we maintain regular backups, you are responsible for maintaining your own backup copies. We are not liable for any loss or corruption of data.

If you connect QuickBooks to the Software, you authorize us to access, retrieve, and sync your QuickBooks data as necessary to provide the service. You are responsible for maintaining accurate data in QuickBooks.

Payment processing is handled by Stripe. By using the Software's payment features, you agree to Stripe's terms and conditions. We do not store full payment card information.

The Software may integrate with other third-party services. Your use of such services is subject to their respective terms and privacy policies. We are not responsible for the availability, functionality, security, or content of third-party services.

The Software is offered through various subscription plans. Features, pricing, and usage limits vary by plan and are subject to change with notice.

You agree to pay all fees associated with your subscription plan. Fees are billed in advance on a recurring basis (monthly or annually) and are non-refundable except as expressly stated. You authorize us to charge your payment method on file.

We may offer a free trial period. At the end of the trial, you will be charged unless you cancel before the trial ends. If payment is not received when due, we may suspend or terminate your access.

We warrant that the Software will perform substantially in accordance with its documentation under normal use. This warranty does not cover issues caused by misuse, unauthorized modifications, or third-party software.

We do not warrant that the Software will be uninterrupted, error-free, or completely secure. We do not warrant the accuracy or completeness of any content or data provided through the Software.

The limitations in this section do not apply to liability for death or personal injury caused by our negligence, fraud, or any other liability that cannot be excluded or limited by applicable law.

You may terminate this EULA at any time by canceling your subscription and ceasing all use of the Software. You will remain responsible for any fees incurred prior to termination.

We may suspend or terminate your access to the Software immediately if you breach this EULA, fail to pay fees, or for any other reason at our sole discretion. We will provide notice when reasonably practicable.

Upon termination, your license to use the Software immediately terminates. You must cease all use of the Software and delete all copies. We may delete your data in accordance with our data retention policy.

This EULA shall be governed by and construed in accordance with the laws of Canada and the Province of Ontario, subject to PIPEDA (Personal Information Protection and Electronic Documents Act), without regard to its conflict of law provisions.

For users in other jurisdictions, applicable privacy regulations apply (GDPR for EU, CPRA for California, etc.).

Any disputes arising out of or relating to this EULA shall be resolved through good faith negotiation first, then subject to the exclusive jurisdiction of Ontario courts unless local consumer protection laws provide otherwise.

Either party may seek injunctive relief in court to protect its intellectual property rights.

This EULA, together with the Terms of Service and Privacy Policy, constitutes the entire agreement between you and VIRTUALLIFE TECHNOLOGIES INC. regarding the Software.

We may modify this EULA at any time by posting the updated version on our website. Continued use of the Software after changes become effective constitutes acceptance of the updated EULA.

If any provision of this EULA is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. You may not assign or transfer this EULA without our prior written consent. We may assign this EULA without restriction.

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or Internet failures.

If you have questions about this EULA, please contact us:

Company:

VIRTUALLIFE TECHNOLOGIES INC.

Product:

Trackloop

Email:

support@trackloop.ca