End-User License Agreement (EULA)

This End-User License Agreement (“EULA”) is a legal agreement between you (an individual or organization, “Licensee”) and Willow Glen Equity LLC, operating under the name TrackDME (“Licensor”), governing your use of the TrackDME software application and any related services (collectively, the “Software”).

By accessing or using the Software, you agree to be bound by this EULA. If you are accepting on behalf of an organization, you represent that you have authority to bind that organization. If you do not agree, do not use the Software.

This EULA supplements our Terms of Service. In the event of a conflict between this EULA and the Terms of Service, the Terms of Service will control.

Subject to your compliance with this EULA and payment of any applicable fees, TrackDME grants you a limited, non-exclusive, non-transferable, revocable license to:

• Access and use the Software via a supported web browser or authorized client application solely for your internal business operations.
• Allow authorized users within your organization to access the Software under your account.
• Use any APIs, integrations, or features made available to you as part of your subscription, subject to applicable usage limits.

This license is for use of the Software as a hosted service only.

You may not:

• Copy, modify, adapt, translate, or create derivative works of the Software or any portion thereof.
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software.
• Sublicense, sell, resell, transfer, assign, or otherwise commercialize the Software or your rights under this EULA to any third party.
• Remove, alter, or obscure any proprietary notices, labels, or marks on or within the Software.
• Use the Software to build a competing product or service, or to benchmark the Software for publication without our written consent.
• Use the Software to store, transmit, or process protected health information (PHI) as defined under HIPAA, or any other personal data beyond what is necessary to operate the equipment tracking features of the Software.
• Use automated means (bots, scrapers, crawlers) to access the Software except through officially supported integrations or APIs provided by TrackDME.

The Software, including all intellectual property rights therein, is and will remain the exclusive property of TrackDME and its licensors. This EULA does not convey to you any rights of ownership in or related to the Software.

All rights not expressly granted to you in this EULA are reserved by TrackDME.

You retain all rights to the data you input into the Software (equipment records, customer information, inventory data). You grant TrackDME a limited license to process that data solely to deliver the Software to you, as described in our Privacy Policy.

You are responsible for the accuracy, legality, and appropriateness of any data you submit to the Software.

TrackDME may update, modify, or discontinue features of the Software at any time. We will provide reasonable notice of material changes where practicable. Continued use of the Software after such changes constitutes acceptance.

We may also update this EULA from time to time. We will notify you of material changes via email or through the Software. Your continued use after the effective date of any update constitutes acceptance.

This EULA is effective from the date you first use the Software and continues until terminated.

TrackDME may terminate this license immediately upon written notice if you materially breach this EULA and fail to cure the breach within ten (10) days of notice. You may terminate by ceasing all use of the Software and closing your account.

Upon termination, all licenses granted herein immediately cease. Sections 4 (Ownership), 8 (Disclaimer), 9 (Limitation of Liability), and 10 (General) survive termination.

THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. WILLOW GLEN EQUITY LLC EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WILLOW GLEN EQUITY LLC DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, OR BE ERROR-FREE. YOU USE THE SOFTWARE AT YOUR OWN RISK. ALL EQUIPMENT TRACKING DECISIONS AND THEIR CONSEQUENCES ARE YOUR SOLE RESPONSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WILLOW GLEN EQUITY LLC AND ITS OFFICERS, EMPLOYEES, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR PERSONAL INJURY) ARISING FROM OR RELATED TO THIS EULA OR YOUR USE OF THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL WILLOW GLEN EQUITY LLC’S TOTAL LIABILITY TO YOU EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF CERTAIN WARRANTIES OR LIMITATIONS OF LIABILITY, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

Governing law. This EULA is governed by the laws of the State of California, without regard to its conflict of law provisions. Disputes will be resolved in the state or federal courts located in San Francisco County, California.

Entire agreement. This EULA, together with the Terms of Service and Privacy Policy, constitutes the entire agreement between you and TrackDME regarding the Software and supersedes all prior agreements or understandings.

Severability. If any provision of this EULA is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

No waiver. Failure by TrackDME to enforce any right under this EULA will not be deemed a waiver of future enforcement of that or any other right.

Export compliance. You agree to comply with all applicable U.S. and international export control laws in your use of the Software.

For questions about this EULA, contact us at legal@trackdme.com.