TRACKPASS TERMS OF SERVICE

1. Introduction

Welcome to Trackpass ("Trackpass," "we," "us," or "our"). These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Trackpass LLC (the "Company"), governing your access to and use of the Trackpass website located at www.trackpass.co and any related services (collectively, the "Platform").

By accessing or using the Platform, you agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to all of these Terms, you must not access or use the Platform.

2. Definitions

For the purposes of these Terms, the following terms shall have the meanings set forth below. Definitions apply equally to both their singular and plural forms.

• Account: The personal or organizational profile created by a Creator or Decision-Maker on the Platform to access and use the Platform's features and services.
• Creator: An individual or entity who has successfully registered for an Account and is authorized to submit creative works or Ideas through the Platform. This includes, but is not limited to, songwriters, producers, musicians, and artists.
• Decision-Maker: An individual or entity representing a music industry professional, company, or organization who partners with the Platform, uses the Platform, or engages with the Platform via external communication channels to access, review, and potentially utilize Ideas submitted by Creators for specific Opportunities. Decision-Makers include, but are not limited to, record label representatives, music supervisors, and producers.
• Idea: The specific creative content submitted by a Creator, which may include music tracks, lyrics, compositions, concepts, or other forms of intellectual property intended to align with the requirements of an Opportunity.
• Opportunity: A curated listing provided by a Decision-Maker that specifies a need or requirement for creative content, such as music tracks, compositions, or Ideas, for a specific project, campaign, or other professional purpose.
• Pass: A virtual token purchased by a Creator through the Platform, allowing them to submit additional Ideas beyond their monthly free Submissions.
• Platform: The Trackpass website, mobile application, and any associated services, tools, or features made available to Creators and Decision-Makers for the purposes of facilitating Submissions and Opportunities.
• Submission: Any Idea, concept, creative work, or proposal uploaded or provided by a Creator through the Platform for consideration by a Decision-Maker in response to a specific Opportunity.
• Trackpass: The online platform owned and operated by Trackpass LLC, designed to connect Creators with Decision-Makers for the submission, review, and selection of creative works for professional music industry Opportunities.
• Use: The utilization of a Submission by a Decision-Maker in any capacity, including but not limited to incorporation into a published work, adaptation, or further development as part of a commercial project.

3. Acceptance of Terms

3.1. Binding Agreement

By accessing or using the Platform, including registering for an Account, submitting Ideas, or reviewing Opportunities, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Platform.

3.2. Electronic Acceptance

Your use of the Platform constitutes your electronic signature, signifying your agreement to these Terms and your intent to be legally bound by them. This includes any updates or amendments to the Terms as outlined in the "Amendments and Updates" section below.

3.3. Eligibility

You represent and warrant that:

• (a) You are at least eighteen (18) years of age. If you are between thirteen (13) and eighteen (18) years of age, you may use the Platform only with the consent and supervision of your parent or legal guardian.
• (b) You have the legal capacity and authority to enter into these Terms and to comply with all of their Terms of Service.
• (c) Your use of the Platform does not violate any applicable local, state, national, or international laws, regulations, or agreements.

Note: Individuals under the age of thirteen (13) are not permitted to use the Platform.

3.4. Amendments and Updates

Trackpass reserves the right, at its sole discretion, to modify, amend, or replace these Terms at any time. Material changes will be communicated to you via email or through a prominent notice on the Platform. It is your responsibility to review these Terms periodically. Your continued use of the Platform after any such changes constitutes your acceptance of the new Terms.

3.5. Right to Decline

If you do not agree to these Terms or any future updates, you must discontinue your use of the Platform immediately and, if applicable, delete your Account.

3.6. Additional Policies

Your access to and use of the Platform is also subject to our Privacy Policy and any other terms, conditions, or guidelines that may be posted or communicated to you in relation to specific services or features. All such policies are incorporated into these Terms by this reference.

3.7. Electronic Communications

By using the Platform, you consent to receive electronic communications from us, including emails, texts, and notices posted on the Platform. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

4. Intellectual Property Rights

4.1. Ownership of Submissions

Trackpass does not claim ownership of any Submissions. All intellectual property rights in and to the Submissions remain with the Creator unless otherwise agreed in writing between the Creator and the Decision-Maker.

4.2. Limited License to Trackpass

By submitting an Idea through the Platform, Creators grant Trackpass a non-exclusive, royalty-free, worldwide license to use, display, reproduce, and distribute the Submission to partner Decision-Makers solely for the purpose of facilitating Opportunities.

4.3. Violation of Intellectual Property Rights

If you believe that your intellectual property rights have been infringed upon through the Platform, you must notify Trackpass immediately at support@trackpass.co. Trackpass will promptly investigate and take appropriate action, which may include the removal of the infringing content and suspension or termination of the offending User's Account.

5. User Obligations

5.1. Creator Responsibilities

Creators agree to:

• (a) Submit only high-quality, original Ideas that meet the requirements outlined in the specific Opportunity.
• (b) Respond promptly to communications from Trackpass or Decision-Makers regarding their Submissions.
• (c) Honor any agreements made with Decision-Makers, including delivery timelines, quality expectations, and financial terms.

5.2. Decision-Maker Responsibilities

Decision-Makers agree to:

• (a) Provide clear and detailed Opportunity descriptions, including any specific requirements or preferences.
• (b) Notify Trackpass of any selected Ideas within thirty (30) days of receiving the Submission, unless otherwise specified.
• (c) Abide by confidentiality requirements for all Submissions received and use such Submissions solely for evaluation and consideration for the specified Opportunity.

6. Platform Integrity and Abuse

6.1. Prohibited Activities

Users shall not:

• (a) Submit plagiarized, infringing, or unlawful content.
• (b) Use the Platform to solicit Creators or Decision-Makers for services outside of Trackpass.
• (c) Engage in fraudulent activities, including misrepresentation of Ideas, credentials, or deal terms.
• (d) Interfere with or disrupt the integrity or performance of the Platform.
• (e) Attempt to gain unauthorized access to any parts of the Platform or any systems or networks connected to the Platform.

6.2. Account Suspension for Abuse

Trackpass reserves the right, at its sole discretion, to suspend or terminate Accounts involved in abusive or prohibited activities without prior notice. Suspended Users forfeit access to pending Submissions, Passes, and Platform features without refund.

7. Monetization and Payments

7.1. Submission Pass Purchases

Creators may purchase Submission Passes through the Platform for five dollars (US $5.00) per Pass. Purchased Passes are non-refundable and valid for one (1) year from the date of purchase. Passes allow Creators to submit additional Ideas beyond the allocated free Submissions per month. Prices are subject to change.

7.2. Revenue Disbursement

If a deal facilitated through the Platform requires Trackpass to handle the transaction, Trackpass will disburse revenues to Creators from finalized deals within thirty (30) days of receiving payment from the Decision-Maker. Trackpass will deduct any applicable fees or commissions as agreed upon in these Terms or any separate agreement.

7.3. Payment Methods

All payments and financial transactions on the Platform are processed through third-party payment processors, such as Stripe. Creators are responsible for ensuring that their payment and account details are accurate, complete, and up to date. Trackpass is not responsible for any delays or failures in payment processing due to incorrect or outdated information provided by the Creator.

7.4. Taxes

Creators are solely responsible for any taxes applicable to payments they receive through the Platform. Trackpass may be required by law to report payments to tax authorities or to withhold taxes from payments to Creators.

8. Submission Guidelines

8.1. Eligibility for Submission

Only registered Creators with an active Account on the Platform may submit Ideas. Each Creator is entitled to their allocated free Submission per month. Additional Submissions require the purchase of Submission Passes as outlined in Section 7.1.

8.2. Submission Content Standards

All submitted Ideas must:

• (a) Be original works created solely by the submitting Creator or properly licensed for submission.
• (b) Not infringe upon any third-party rights, including but not limited to copyrights, trademarks, patents, or privacy rights.
• (c) Be professionally presented and meet the quality standards specified in the Trackpass Creator Handbook, which is incorporated herein by reference.

8.3. Submission Review Process

Trackpass reserves the right, at its sole discretion, to review and approve all Submissions to ensure compliance with these Terms and Platform guidelines. Trackpass may reject or remove Submissions that do not meet these standards without prior notice.

9. Submission and Curation Process

9.1. Initial Submission Review

All Ideas submitted by Creators for specific Opportunities undergo an initial review by Trackpass to ensure they meet quality standards and align with the requirements of the Opportunity. Submission of an Idea does not guarantee that it will be forwarded to the Decision-Maker.

9.2. Curation Criteria

Trackpass evaluates Submissions based on the following criteria:

• (a) Relevance to the specific Opportunity's requirements.
• (b) Overall quality, creativity, and originality of the Idea.
• (c) Likelihood of interest and potential success with the Decision-Maker.

9.3. Notification of Non-Forwarded Submissions

Trackpass is not obligated to notify Creators whose Submissions are not forwarded to the Decision-Maker. However, Trackpass may, at its discretion, provide feedback to help Creators improve future Submissions.

9.4. Forwarding to Decision-Makers

Only Submissions that meet Trackpass's curation criteria will be presented to Decision-Makers. Trackpass is committed to ensuring that only the highest-quality Ideas are included in the curated selections, thereby enhancing the reputation and trustworthiness of the Platform.

9.5. Creator Rights on Non-Forwarded Submissions

Submissions not forwarded to Decision-Makers remain the intellectual property of the Creator. Trackpass may retain these Submissions for consideration in future Opportunities unless explicitly requested otherwise by the Creator.

9.6. Submission Tracking

Creators can monitor the status of their Submissions through their Trackpass dashboard, which provides updates on review status.

10. Exclusivity and Usage of Submissions

10.1. Exclusivity of Submission

By submitting an Idea to Trackpass, Creators represent and warrant that the Idea is not subject to any exclusive agreements with any other platform, company, or individual at the time of submission.

10.2. Future Submissions

If an Idea submitted to Trackpass is forwarded but not used by a Decision-Maker within thirty (30) days, unless otherwise agreed in writing, Creators are free to submit the Idea to another Opportunity on Trackpass or elsewhere.

10.3. Trackpass Branding

Creators agree that Trackpass may reference their Idea submissions in case studies, testimonials, or promotional materials to demonstrate the value of the Platform, provided that the Creator's identity and any confidential details are not disclosed without the Creator's prior written consent.

11. Revenue and Ownership Sharing Policy

11.1. Ownership Split

For any deal facilitated through the Platform, Trackpass will retain fifty percent (50%) of the Creator's share of ownership. This includes, but is not limited to, rights to royalties, publishing income, licensing fees, or any other income derived from the Creator's contribution to the finalized work.

11.2. Definition of Creator's Share

The "Creator's Share" refers to the portion of the deal allocated to the Creator as specified in the agreement between the Creator and the Decision-Maker. Trackpass's fifty percent (50%) share is calculated based solely on this portion.

11.3. Examples of Ownership Split

Example:

If a music deal grants the Creator fifty percent (50%) of the royalties for a track, Trackpass will retain fifty percent (50%) of the Creator's fifty percent (50%) share, resulting in:

• Creator's Net Ownership: Twenty-five percent (25%)
• Trackpass Ownership: Twenty-five percent (25%)
• Total Royalty Distribution: Fifty percent (50%) to other parties, Twenty-five percent (25%) to Creator, Twenty-five percent (25%) to Trackpass.

11.4. Rights and Responsibilities of Ownership

11.4.1. Trackpass's Role as a Co-Owner

By retaining fifty percent (50%) of the Creator's Share, Trackpass is entitled to receive its proportional share of royalties, licensing fees, and other earnings generated by the work. Trackpass does not acquire any creative control over the work unless otherwise agreed in writing.

11.4.2. Creator Obligations

The Creator agrees to:

• (a) Include Trackpass as a fifty percent (50%) co-owner in any agreements with Decision-Makers, publishers, distributors, or any other relevant parties related to the deal.
• (b) Ensure that Trackpass is listed in all relevant royalty, publishing, and ownership documentation.
• (c) Cooperate with Trackpass to execute any necessary documents to confirm Trackpass's ownership rights.

11.4.3. Termination of Ownership

Trackpass's ownership interest in the Creator's Share is perpetual and cannot be revoked unless mutually agreed upon in writing by both parties. If a Creator wishes to reclaim full ownership, they must negotiate a buyout agreement with Trackpass under terms acceptable to Trackpass.

12. Definition of "Use"

12.1. What Constitutes "Use" of an Idea

An Idea is considered "Used" when any of the following conditions are met:

• (a) The Decision-Maker directly incorporates the Idea into a published or distributed work, including but not limited to a song, album, advertisement, film, or other commercial media.
• (b) The Idea leads to a contractual agreement between the Creator and the Decision-Maker for further development, production, or licensing of the Idea.
• (c) The Decision-Maker exploits the Idea in any derivative form, including but not limited to remixes, adaptations, or performances.

12.2. Proof of Use

Evidence of the Use of an Idea may include, but is not limited to:

• (a) Written confirmation or acknowledgment from the Decision-Maker referencing the Idea.
• (b) Public release or distribution of the work incorporating the Idea, with clear attribution to the Creator.
• (c) A signed agreement between the Creator and the Decision-Maker that references the submitted Idea.

12.3. Notification of Use

The Creator and the Decision-Maker agree to promptly notify Trackpass of any Use of an Idea facilitated through the Platform. Failure to notify may result in legal action to enforce Trackpass's rights under these Terms.

13. Clarification on Revenue Distribution

13.1. Payment Flow

Royalties and other earnings from the work shall be distributed according to the agreed ownership percentages as outlined in the agreement between the Creator and the Decision-Maker. Trackpass will endeavor to receive its share directly from the Decision-Maker, publisher, or other relevant parties whenever feasible. In instances where payments are made directly to the Creator, the Creator is obligated to remit Trackpass's share within thirty (30) days of receipt.

13.2. Tax Obligations

Both Trackpass and the Creator are independently responsible for reporting and paying any applicable taxes on their respective shares of income. Trackpass will provide necessary documentation to the Creator for tax reporting purposes when required by law.

14. Confidentiality and Privacy

14.1. Confidentiality of Submissions

Creators acknowledge and agree that all Submissions shared on the Platform are confidential. Submissions may not be disclosed, shared, or distributed outside of the Platform without the explicit prior written consent of the Creator and any involved Decision-Maker.

14.2. Data Collection and Use

Trackpass collects, uses, and processes personal data and Submission-related information in accordance with its Privacy Policy, which is incorporated herein by reference. By using the Platform, Users consent to the collection and processing of their data as described in the Privacy Policy.

14.3. Data Security

Trackpass employs commercially reasonable administrative, physical, and technical measures to safeguard User data from unauthorized access, disclosure, or alteration. However, Trackpass does not guarantee absolute security and shall not be liable for any unauthorized access or breaches resulting from User negligence, misuse of credentials, or actions beyond its reasonable control.

15. Confidentiality of Opportunities

15.1. Restricted Access

Opportunities provided by Decision-Makers on the Platform are strictly confidential and intended solely for access by approved Creators. Such Opportunities must not be shared, distributed, or discussed outside of the Platform without the explicit prior written consent of both the Decision-Maker and Trackpass.

15.2. Creator Obligations

Creators accessing Opportunities through the Platform agree to:

• (a) Use the Opportunity details solely for the purpose of preparing and submitting Ideas to the respective Decision-Maker.
• (b) Refrain from sharing, disclosing, or discussing Opportunity details with any third parties, including other Creators, unless explicitly authorized in writing.
• (c) Maintain the confidentiality of Opportunity details even if the Creator decides not to submit an Idea for the Opportunity.

15.3. Decision-Maker Rights

Decision-Makers reserve the right to modify, remove, or withdraw Opportunities at any time without prior notice. Creators who violate the confidentiality of Opportunities may have their Accounts suspended or terminated and may be subject to legal action, including claims for damages.

15.4. Prohibited Actions

Creators shall not:

• (a) Copy, reproduce, or replicate Opportunity details for any unauthorized use.
• (b) Use Opportunity details to pitch Ideas or services outside of the Platform.
• (c) Share Opportunity details in any public or private forums, social media platforms, or through any other means of communication not authorized by Trackpass.

16. Breach of Confidentiality

16.1. Investigation

Upon becoming aware of any suspected breach of confidentiality involving Submissions or Opportunities, Trackpass will initiate a prompt and thorough investigation. Users are required to fully cooperate with such investigations, including providing any relevant information or documentation upon request.

16.2. Consequences

Users found to be in breach of confidentiality agreements may face severe consequences, including but not limited to:

• (a) Immediate suspension or termination of their Account without prior notice.
• (b) Forfeiture of any active or pending Submissions and any associated rights or benefits.
• (c) Legal action to recover damages, enforce rights, or prevent further breaches, including seeking injunctive relief.

16.3. Reporting Violations

Users are encouraged and expected to report any suspected or actual violations of confidentiality to Trackpass promptly at support@tracpass.co. Reports will be handled with discretion, and the identity of the reporting party will be kept confidential to the extent permitted by law.

17. Termination and Account Suspension

17.1. Creator Account Termination

Trackpass reserves the right, at its sole discretion, to suspend or terminate a Creator's Account for violations of these Terms, including but not limited to the submission of infringing, fraudulent, or prohibited content, or breaches of confidentiality.

17.2. Decision-Maker Account Termination

Decision-Makers who fail to report the Use of Ideas, breach confidentiality, engage in prohibited activities, or otherwise violate these Terms may have their Accounts terminated without prior notice.

17.3. Voluntary Termination

Users may terminate their Accounts at any time by providing written notice to Trackpass support at support@tracpass.co. Upon termination:

• (a) All pending Submissions and Account data will be deleted within thirty (30) days, except as required to be retained by law or for legitimate business purposes.
• (b) Submissions that are currently under consideration by Decision-Makers will remain in the decision-making pipeline until accepted or rejected by the Decision-Maker.
• (c) Users remain obligated to fulfill any outstanding obligations under these Terms that arose prior to termination, including confidentiality obligations and payment of any amounts owed.

17.4. Effect of Termination

Upon termination of an Account for any reason:

• (a) All licenses granted under these Terms shall immediately terminate, except as otherwise provided herein.
• (b) Trackpass may retain and use de-identified or aggregated data derived from User activity on the Platform.
• (c) The provisions of these Terms that by their nature should survive termination shall remain in effect, including but not limited to confidentiality obligations, intellectual property rights, indemnification, limitation of liability, and dispute resolution provisions.

18. Dispute Resolution

18.1. Arbitration Clause

Any dispute, claim, or controversy arising out of or relating to these Terms, the breach thereof, or the use of the Platform shall be settled by binding arbitration administered by the American Arbitration Association ("AAA") or Judicial Arbitration and Mediation Services ("JAMS") in accordance with their applicable rules. The arbitration shall take place in Atlanta, Georgia, and shall be conducted in English. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

18.2. Governing Law

These Terms and any disputes arising out of or related to them or the Platform shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict of law provisions.

19. Disclaimer of Warranties

19.1. Platform Provided "As Is"

The Platform is provided on an "AS IS" and "AS AVAILABLE" basis, without warranties of any kind, either express or implied. To the fullest extent permissible under applicable law, Trackpass disclaims all warranties, express or implied, including, but not limited to:

• (a) Warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties implied by any course of performance or usage of trade.
• (b) Warranties regarding the performance, accuracy, reliability, availability, security, or completeness of the Platform.
• (c) Warranties that the Platform will meet your specific requirements, be uninterrupted, timely, secure, error-free, or free from viruses or other harmful components.

19.2. No Guarantee of Results

Trackpass does not guarantee that:

• (a) Submissions will be forwarded to Decision-Makers.
• (b) Submissions will result in deals, contracts, or any other desired outcomes.
• (c) Decision-Makers will use, select, or respond to your Ideas.

19.3. User Responsibility

Users acknowledge and agree that they are solely responsible for:

• (a) Evaluating the accuracy, completeness, and usefulness of any information, content, or materials provided on or through the Platform.
• (b) Maintaining appropriate backups of their Submissions, data, and any other content uploaded to the Platform.

19.4. Third-Party Content and Services

Trackpass makes no warranties regarding any third-party content, services, or Opportunities accessed through the Platform. All interactions with third-party Decision-Makers or other Users are at your own risk.

19.5. Jurisdictional Limitations

Some jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you. In such cases, the disclaimers shall apply to the fullest extent permitted by applicable law.

20. Limitation of Liability

20.1. Maximum Extent Permitted by Law

To the fullest extent permitted by applicable law, in no event shall Trackpass, its affiliates, officers, directors, employees, agents, or licensors be liable for any direct, indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to:

• (a) Loss of profits, revenue, business opportunities, goodwill, or anticipated savings.
• (b) Loss of data, Submissions, or other intangible losses.
• (c) Any errors, omissions, or inaccuracies in Platform functionality or content.
• (d) Interruption, suspension, or termination of the Platform or services.
• (e) Unauthorized access to or alteration of your transmissions or data.

This limitation applies whether based on warranty, contract, tort (including negligence), statute, or any other legal theory, and whether or not Trackpass has been informed of the possibility of such damage.

20.2. Exclusion of Liability

Trackpass shall not be held responsible for:

• (a) Decisions made by Creators or Decision-Makers in regards to the Platform.
• (b) Any agreements, deals, transactions, or disputes between Users, including but not limited to Creators and Decision-Makers.
• (c) Unauthorized access to or use of your Account, data, or Submissions due to your failure to secure your login credentials.

20.3. Total Liability Cap

In no event shall Trackpass's total cumulative liability to you for all claims arising out of or relating to these Terms or your use of the Platform exceed the greater of:

• (a) The total amount you have paid to Trackpass in the twelve (12) months immediately preceding the event giving rise to the claim.
• (b) One hundred U.S. dollars (US $100.00).

20.4. Jurisdictional Limitations

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. In such jurisdictions, Trackpass's liability shall be limited to the fullest extent permitted by law.

20.5. Assumption of Risk

By using the Platform, you acknowledge and agree that you assume all risks associated with your use of the Platform, including but not limited to the submission of Ideas, reliance on Platform functionality, and interactions with Decision-Makers or other Users.

21. Indemnification

You agree to indemnify, defend, and hold harmless Trackpass, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• (a) Your Submissions that infringe, misappropriate, or violate any third-party rights, including intellectual property rights, privacy rights, or other proprietary rights.
• (b) Your breach or alleged breach of these Terms or any representations, warranties, or covenants made herein.
• (c) Your misuse of the Platform, including any fraudulent or unlawful activities.

Trackpass reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of such claims.

22. Community Standards and Moderation

22.1. Professional Conduct

Users agree to engage with other Creators, Decision-Makers, and Trackpass staff in a respectful, professional, and courteous manner. Harassment, discrimination, abusive language, or any form of unprofessional conduct will not be tolerated.

22.2. Content Moderation

Trackpass reserves the right, but is not obligated, to monitor, review, and remove any Submissions, comments, messages, or other User-generated content that violates these Terms, including content that is offensive, harassing, harmful, defamatory, obscene, or otherwise objectionable.

22.3. Reporting Violations

Users are encouraged to report any violations of these Community Standards to Trackpass at support@tracpass.co. Reports will be reviewed promptly, and appropriate action will be taken in accordance with these Terms.

23. Amendments

23.1. Right to Amend

Trackpass reserves the right, at its sole discretion, to modify, amend, or replace these Terms at any time. Material changes will be communicated to Users via email, notification within the Platform, or by updating the "Last Updated" date at the beginning of these Terms.

23.2. Continued Use

Your continued use of the Platform following the posting of any changes to these Terms constitutes acceptance of those changes. If you do not agree to any updated Terms, you must discontinue your use of the Platform immediately.

23.3. User Responsibility

It is your responsibility to review these Terms periodically for any updates or changes. Trackpass recommends that you review the Terms each time you access the Platform to stay informed of your rights and obligations.

24. General Provisions

24.1. Entire Agreement

These Terms, along with the Privacy Policy and any other agreements or policies expressly incorporated by reference, constitute the entire agreement between you and Trackpass regarding your use of the Platform and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Platform.

24.2. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be eliminated or limited to the minimum extent necessary so that the remaining provisions of these Terms shall continue in full force and effect.

24.3. No Waiver

No waiver by Trackpass of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Trackpass's failure to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

24.4. Assignment

You may not assign or transfer any of your rights or obligations under these Terms without the prior written consent of Trackpass. Trackpass may assign or transfer its rights and obligations under these Terms without restriction, including in connection with a merger, acquisition, sale of assets, or by operation of law.

24.5. Headings

The section titles and headings in these Terms are for convenience only and have no legal or contractual effect.

25. Force Majeure

Trackpass shall not be liable or responsible for any failure to perform or delay in the performance of any obligation under these Terms that is caused by events beyond its reasonable control ("Force Majeure Events"), including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

26. Notices and Contact Information

26.1. Notices

All notices, requests, consents, claims, demands, waivers, and other communications under these Terms must be in writing and delivered to Trackpass at the following address:

Trackpass may provide notices to you via email to the address associated with your Account or through the Platform.

26.2. Contact Information

If you have any questions, concerns, or comments about these Terms or the Platform, you may contact us at: