Terms of Service

Last Updated: January 19, 2025

1.Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and VIRTUALLIFE TECHNOLOGIES INC., governing your access to and use of Trackloop.

By creating an account or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.

2.Eligibility

To use Trackloop, you must:

• Be at least 18 years of age
• Have the legal capacity to enter into binding contracts
• Provide accurate registration information
• Maintain the security of your account credentials

3.Account Registration and Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must immediately notify us of any unauthorized access.

We may suspend or terminate your account at any time for violation of these Terms. You may terminate your account through your account settings.

4.Service Description

Trackloop provides order management, customer management, production workflows, analytics, and integrations with third-party services.

We reserve the right to modify, suspend, or discontinue any part of the Service at any time. The Service is provided "AS IS" and may be temporarily unavailable due to maintenance or circumstances beyond our control.

5.Subscription and Payment Terms

Payments are processed through Stripe. Subscriptions automatically renew unless canceled. Refunds are provided at our sole discretion.

You are responsible for all applicable taxes. We may change pricing with notice.

6.Data and Third-Party Integrations

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

Integrations with third-party services (QuickBooks, Stripe, etc.) are subject to their respective terms. We are not responsible for third-party service availability or errors in synchronized data.

You are solely responsible for business decisions made based on Service data. We do not guarantee data accuracy or completeness.

7.Acceptable Use Policy

You agree NOT to:

• Use the Service for illegal purposes
• Interfere with or disrupt the Service
• Attempt unauthorized access
• Reverse engineer or decompile the Service
• Resell or distribute the Service without authorization

8.Intellectual Property Rights

The Service is owned by VIRTUALLIFE TECHNOLOGIES INC. and protected by intellectual property laws. You may not copy, modify, or distribute without our express written permission. If you provide feedback, we may use it without obligation to you.

9.Warranties and Disclaimers

THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. We do not warrant uninterrupted, secure, or error-free service. Some jurisdictions do not allow warranty exclusions.

10.Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VIRTUALLIFE TECHNOLOGIES INC., ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• LOSS OF PROFITS, REVENUE, BUSINESS, OR ANTICIPATED SAVINGS
• LOSS OF DATA, DATA CORRUPTION, OR DATA BREACH DAMAGES
• LOSS OF USE, GOODWILL, OR REPUTATION
• BUSINESS INTERRUPTION OR OPERATIONAL LOSSES
• DAMAGES ARISING FROM SERVICE ERRORS, BUGS, OR DEFECTS
• DAMAGES ARISING FROM THIRD-PARTY INTEGRATION FAILURES
• DAMAGES BASED ON DECISIONS MADE USING SERVICE DATA

REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

MAXIMUM LIABILITY: IN ANY CASE, OUR TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT, OR (B) ONE HUNDRED DOLLARS ($100 CAD).

ASSUMPTION OF RISK: YOU EXPRESSLY ACKNOWLEDGE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. YOU VOLUNTARILY ASSUME ALL RISKS ASSOCIATED WITH THE USE OF THE SERVICE. For complete details, please review our Legal Disclaimer.

11.Indemnification

You agree to indemnify and hold harmless VIRTUALLIFE TECHNOLOGIES INC. from claims arising from your use of the Service or violation of these Terms.

We are not liable for failures due to force majeure events including natural disasters, cyberattacks, third-party outages, or circumstances beyond our control.

12.Dispute Resolution and Governing Law

These Terms are governed by the laws of Canada and the Province of Ontario, subject to PIPEDA. For users in other jurisdictions, applicable privacy regulations apply (GDPR for EU, CPRA for California, etc.).

Disputes shall be resolved through good faith negotiation first, then subject to the exclusive jurisdiction of Ontario courts unless local consumer protection laws provide otherwise.

13.Changes to These Terms

We may modify these Terms at any time. We will provide notice by updating the "Last Updated" date. Continued use after changes constitutes acceptance.

14.General Provisions

These Terms, together with our Privacy Policy and EULA, constitute the entire agreement. If any provision is unenforceable, the remaining provisions remain in effect. You may not assign these Terms without our consent.

15.Contact Us

If you have questions about these Terms, contact us at support@trackloop.ca.