Shop Track License Agreement

1.1 “Affiliate” means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party.

1.2 “Confidential Information” means all proprietary or non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

1.3 “Customer Data” means all data provided by you, or collected by the Platform on your behalf, in connection with your use of the Platform.

1.4 “Documentation” means any user guides, specifications, instructions, or manuals provided by Shop Track relating to the use and functionality of the Platform.

1.5 “Effective Date” means the earlier of the date you sign or otherwise accept this Agreement, or the date on which you first access or use the Platform.

1.6 “Platform” means the Shop Track web-based, cloud-based, or hosted software services, including any updates, enhancements, or modifications thereto, that help marine service centers manage technician work orders, communicate with customers, and access various third-party integrations, including but not limited to Square, vendor inventory services, and OpenAI.

1.7 “Services” means the access and use of the Platform, including all associated support, maintenance, or other services provided by Shop Track under this Agreement.

2.1 License. Subject to the terms and conditions of this Agreement, Shop Track hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform for your internal business purposes, specifically for managing work orders and related activities in a marine service center context.

2.2 Restrictions.

• You may not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code from the Platform.
• You may not sublicense, lease, rent, loan, or otherwise transfer the Platform or any portion thereof.
• You shall not use the Platform to build a competitive product or service or copy any features or functions of the Platform for competitive purposes.
• You may not remove, alter, or obscure any copyright, trademark, or other proprietary notices displayed on or within the Platform.

2.3 Reservation of Rights. All rights not expressly granted herein are reserved by Shop Track. The Platform is licensed, not sold, to you.

3.1 Registration Information. To access the Platform, you may be required to create an account or otherwise register. You agree to provide accurate, current, and complete information, and to promptly update such information to keep it accurate.

3.2 Account Credentials. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You must notify Shop Track immediately of any unauthorized use of your account or breach of security.

3.3 Authorized Users. The Service Center may permit its employees, contractors, or agents to access the Platform, provided that these individuals are bound by obligations consistent with this Agreement and you remain fully responsible for their use of the Platform.

4.1 Fees. You agree to pay all fees and charges set forth in your order form or subscription plan (“Fees”). Fees may include subscription costs, integrations, transaction fees, or other service charges.

4.2 Payment Terms. Unless otherwise agreed in writing, Fees will be billed in advance on a monthly or annual basis. Payment must be made via the payment method indicated in the order form (e.g., credit card, invoice, or ACH).

4.3 Late Payments. Overdue payments may incur interest at the rate of the lesser of one-and-a-half percent (1.5%) per month or the maximum rate permitted by law. You will also be responsible for all reasonable expenses (including attorneys’ fees) incurred by Shop Track in collecting such overdue amounts.

4.4 Taxes. You are responsible for all applicable taxes, duties, levies, or other similar government assessments. Shop Track’s fees do not include any taxes unless specifically stated.

5.1 Integrations. The Platform may integrate with third-party services such as Square (for payment processing), vendor inventory systems, OpenAI (for language processing or other functionalities), and other external providers. These integrations are provided for your convenience and are subject to change.

5.2 Third-Party Terms. Your use of any third-party integrations within the Platform will be governed by the respective third-party’s terms and conditions. You agree to comply with those terms and acknowledge that any breach of those third-party terms may result in the suspension or termination of your access to those integrations.

5.3 Disclaimer. Shop Track is not liable for performance issues attributable to third-party integrations. Shop Track does not control, monitor, or endorse such services, and any disputes or claims arising out of your use of these third-party integrations must be directed to the respective third parties.

6.1 Customer Data. You retain all rights to your Customer Data. You grant Shop Track a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, distribute, and display your Customer Data, solely for the purpose of providing the Platform and improving our services.

6.2 Data Protection. Shop Track will implement reasonable and industry-standard security measures to protect your Customer Data from unauthorized access, disclosure, or use.

6.3 Data Compliance. You are responsible for ensuring that your Customer Data, and your use of the Platform, comply with all applicable laws and regulations, including data protection and privacy laws.

6.4 Privacy Policy. Your use of the Platform is also subject to Shop Track’s Privacy Policy, which is incorporated herein by reference.

7.1 Ownership. Except for the limited licenses granted herein, Shop Track retains all rights, title, and interest in and to the Platform and Documentation, including all intellectual property rights.

7.2 Feedback. If you provide any suggestions, ideas, or feedback to Shop Track regarding the Platform or Documentation (“Feedback”), Shop Track is free to use, disclose, reproduce, license, or otherwise distribute and exploit the Feedback without any obligations or restrictions.

8.1 Obligation. Each party agrees to maintain as confidential and not disclose any Confidential Information of the other party to any third party, except as expressly permitted in this Agreement or with the prior written consent of the Disclosing Party.

8.2 Exceptions. Confidential Information does not include information that:

• is or becomes publicly known through no fault of the Receiving Party;
• was rightfully known by the Receiving Party before disclosure by the Disclosing Party;
• is lawfully received by the Receiving Party from a third party without restriction on disclosure; or
• is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

8.3 Compelled Disclosure. If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information, it shall provide prompt written notice to the Disclosing Party (where permitted by law) and use reasonable efforts to limit or prevent such disclosure.

9.1 Mutual Warranty. Each party represents and warrants that it has the authority to enter into this Agreement and that the execution and performance of this Agreement do not violate any other agreement or applicable law.

9.2 Platform Warranty. Shop Track warrants that the Platform will perform in all material respects as described in the Documentation. Your sole and exclusive remedy for a breach of this warranty is for Shop Track to use commercially reasonable efforts to fix, provide a workaround for, or otherwise remedy any material defects.

9.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PLATFORM AND DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SHOP TRACK DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.

10.1 By Shop Track. Shop Track will indemnify, defend, and hold harmless the Service Center from and against any third-party claims, damages, liabilities, and expenses (including reasonable attorneys’ fees) (“Claims”) arising out of or related to an allegation that the Platform infringes or misappropriates any valid patent, copyright, or trade secret of a third party. Shop Track will not be liable for any infringement claim to the extent arising from: (i) modifications made by you or on your behalf; (ii) use of the Platform not in accordance with this Agreement; or (iii) use of a superseded version of the Platform if the infringement claim would have been avoided by use of an updated version.

10.2 By Service Center. You will indemnify, defend, and hold harmless Shop Track from and against any Claims arising out of or related to (i) your breach of this Agreement, (ii) your Customer Data, including any claims that your Customer Data infringes the rights of any third party or violates any law, or (iii) your violation of applicable laws.

10.3 Process. The indemnified party must promptly notify the indemnifying party of any Claim, provide reasonable assistance (at the indemnifying party’s expense), and allow the indemnifying party sole control of the defense and settlement of such Claim.

11.1 Exclusion of Certain Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUES, BUSINESS INTERRUPTION, OR DATA, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Liability Cap. EXCEPT FOR LIABILITY ARISING FROM A PARTY’S INDEMNIFICATION OBLIGATIONS OR YOUR BREACH OF SECTION 2 (LICENSE AND RESTRICTIONS), EACH PARTY’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY YOU TO SHOP TRACK UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12.1 Term. This Agreement commences on the Effective Date and continues until your subscription plan expires or is otherwise terminated in accordance with this Agreement.

12.2 Termination for Convenience. Either party may terminate this Agreement at any time by providing written notice to the other party. If you terminate for convenience, you are not entitled to any refund of prepaid Fees.

12.3 Termination for Breach. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving notice of the breach.

12.4 Effect of Termination. Upon termination or expiration of this Agreement:

• Your license to access and use the Platform immediately terminates.
• You shall cease all use of the Platform and delete or destroy any related Documentation in your possession or control.
• Shop Track shall make Customer Data available to you for a reasonable period of time (e.g., thirty (30) days), after which Shop Track may delete such data unless legally prohibited from doing so.

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction set forth in your subscription plan or, if not specified, the laws of the State of [Insert Governing Law], without regard to its conflicts of law principles.

13.2 Venue. Any dispute arising out of or related to this Agreement shall be brought exclusively in the state or federal courts located in [Insert Appropriate Venue], and each party consents to the personal jurisdiction and venue of such courts.

13.3 Injunctive Relief. Nothing in this Agreement will prevent either party from seeking injunctive or equitable relief in a court of competent jurisdiction to protect its Confidential Information or intellectual property rights.

Neither party shall be liable for any delay or failure in performance due to circumstances beyond its reasonable control, including acts of God, earthquakes, fires, floods, strikes, labor disputes, wars, riots, embargoes, government actions, internet or telecommunication failures, or other force majeure events. The affected party will promptly notify the other and use reasonable efforts to mitigate the effects of such events.

15.1 Entire Agreement. This Agreement constitutes the entire agreement between you and Shop Track with respect to the subject matter herein, and supersedes all prior or contemporaneous oral or written understandings.

15.2 Amendments. Shop Track may update or modify this Agreement from time to time. If we make material changes, we will notify you via email or through the Platform. Your continued use of the Platform after such notice constitutes acceptance of the updated Agreement.

15.3 Assignment. You may not assign or transfer this Agreement, in whole or in part, without Shop Track’s prior written consent. Any attempted assignment without such consent will be null and void. Shop Track may assign this Agreement without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

15.4 No Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

15.5 Severability. If any provision of this Agreement is found to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid or enforceable, and the remaining provisions will remain in full force and effect.

15.6 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

15.7 Notices. All notices under this Agreement must be in writing. Notices to Shop Track shall be sent to [Insert Address / Email], and notices to you shall be sent to the contact information you have provided upon registration.

If you have any questions or concerns about the License Agreement, please contact us at:

Shop Track LLC
Email: info@shoptrack.it