TERMS OF SERVICE

Effective date: 01/23/2024

THIS TERMS OF SERVICE AGREEMENT (the “Agreement”) establishes a legally binding relationship between Merging Minds LLC, doing business as Tracking Artist Studios, whose website is located at https://trackingartist.com (“Tracking Artist Studios”), and the client, whether individually or representing an entity (“Client”). This agreement governs the access and utilization of Tracking Artist Studios' website and any other connected media forms, channels, mobile websites, or mobile applications (collectively referred to as the "Platform"). If the Client fails to agree to and comply with all the terms, conditions, and obligations outlined in this Agreement, it will result in the immediate prohibition of the Client’s use of the Platform, and the Client is instructed to cease use promptly. Subsequently, the relationship between the Client and Tracking Artist Studios will terminate and have no further effect between the parties. However, any outstanding obligation of the Client to compensate Tracking Artist Studios for services rendered shall persist and remain an ongoing obligation owed by the Client to Tracking Artist Studios.

1. Intellectual Property Rights

Unless explicitly stated otherwise, Tracking Artist Studios is the rightful owner of the website located at https://trackingartist.com ("the Website"). All logos, trademarks, and brands mentioned on the Website, regardless of format (collectively or individually referred to as the “Intellectual Property”), are recognized as the property of their respective owners. However, the specific Intellectual Property related to the source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics, along with the trademarks, service marks, and logos specifically associated with Tracking Artist Studios, are owned and controlled by Tracking Artist Studios. These assets are protected by copyright and trademark laws, as well as any other relevant intellectual property laws or regulations in the United States, foreign jurisdictions, and international conventions.

The Content and Marks are provided on an "As-Is" basis for your personal information and use only. Unless explicitly permitted in this Agreement, no part of the Website, Content, or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose without the express prior written permission of Tracking Artist Studios. All rights in the Website, Content, and Marks are reserved by Tracking Artist Studios.

2. Ownership of Materials

Notwithstanding Tracking Artist Studios' ownership of Submissions, as described in Paragraph 5 (“Client Feedback”), all video and original source files created on behalf of the Client (“Projects”) are the exclusive property of the Client. The Client shall hold sole ownership of the copyright for all Projects. In the event that any legal operation would transfer ownership of a Project, in whole or in part, to Tracking Artist Studios instead of the Client, Tracking Artist Studios hereby irrevocably and perpetually assigns its entire interest in the Project to the Client without limitation.

The Client affirms that any materials provided to Tracking Artist Studios as examples or for incorporation into a project during the process are owned by the Client. Furthermore, the Client warrants that these materials do not infringe on or misappropriate any third party’s rights, including, but not limited to, all intellectual property rights and any right of publicity. Tracking Artist Studios retains the right to share the Client's tracking work publicly, such as on social media or the website, unless otherwise agreed upon, as stated in section 17 of this document.

3. User Representations

By utilizing Tracking Artist Studios, the Client affirms and guarantees that:

- They possess the legal capacity and commit to adhere to these Terms of Use.

- They are not a minor in their jurisdiction of residence.

- They will not access the Website through automated or non-human means.

- They will refrain from utilizing the Website for any illegal or unauthorized purpose.

- Their utilization of the service will not breach any applicable law or regulation.

4. Prohibited Activities

Clients are strictly prohibited from accessing or using the Website for any purpose other than its intended use. The Website is not to be utilized for any commercial endeavors, except those directly related to the services provided by Tracking Artist Studios on behalf of the Client. Additionally, Clients agree to abstain from the following:

- Making unauthorized use of the Website.

- Retrieving data or content to create or compile a database or directory.

- Circumventing, disabling, or otherwise interfering with security-related features on the Website.

- Engaging in unauthorized framing or linking of the Website.

- Tricking, defrauding, or misleading Tracking Artist Studios or other users.

- Interfering with, disrupting, or creating an undue burden on the Website or Tracking Artist Studios' networks or servers.

- Using the Website in an effort to compete with Tracking Artist Studios.

- Deciphering, decompiling, disassembling, or reverse engineering any software comprising or making up part of the Website.

- Bypassing any measures on the Website designed to prevent or restrict access.

- Harassing, annoying, intimidating, or threatening Tracking Artist Studios’ employees, independent contractors, or agents providing services through the Website.

- Deleting the copyright or other rights notice from any Content.

- Copying or adapting the Website’s software.

- Uploading or transmitting viruses, Trojan horses, or other material that interferes with any party’s use of the Website.

- Uploading or transmitting any material that acts as a passive or active information collection or transmission mechanism.

- Disparaging, tarnishing, or otherwise harming Tracking Artist Studios.

- Using the Website in a manner inconsistent with any applicable laws, statutes, or regulations.

5. Client Feedback

Clients acknowledge and consent that any questions, comments, suggestions, or other feedback or submission (each a “Submission”) shall be the exclusive property of Tracking Artist Studios. Tracking Artist Studios is not obliged to maintain the confidentiality of any Submission or take steps to ensure its confidentiality. Tracking Artist Studios shall be the sole and exclusive owner of all rights related to the Submission, except to the extent that rights are granted to the Client under Paragraph 2 (“Ownership of Materials”). Tracking Artist Studios, at its sole and unrestricted discretion, reserves the right to use and disseminate a Submission for any lawful purpose without requiring permission, acknowledgment, or compensation to the Client. Clients affirm that they have the right to express and present the Submission and hereby waive all claims and recourse against Tracking Artist Studios for its use of the Submission in accordance with the terms herein and at its sole discretion thereafter.

6. Management and Oversight

Tracking Artist Studios reserves the right to monitor the Website for violations of these Terms of Use and to take appropriate legal action in response to any violation of the Terms of Use or any applicable law, statute, or regulation. Tracking Artist Studios also reserves the right to restrict or deny access to the Website or disable the Client’s use of the Website. Such decisions shall be made at the sole discretion of Tracking Artist Studios, without notice or liability to the Client. All determinations regarding the management of the Website shall be at the sole discretion of Tracking Artist Studios and shall be formulated to safeguard Tracking Artist Studios’ rights and property.

7. Privacy Policy

By utilizing the Website, the Client agrees to be bound by and adhere to the Privacy Policy, along with the specific terms outlined therein, which are adopted and incorporated into these terms. The Website is hosted in the United States of America. Accessing the Website from the EU, Asia, or any other region may subject the Client to laws, statutes, or regulations that differ from those governing personal data collection, use, or disclosure in the United States. The continued use of the Website and the transfer of data to the United States imply the Client's express consent to such transfer and processing of data in the United States. Tracking Artist Studios does not knowingly accept or solicit information from individuals under the age of 18. In compliance with the United States’ Children’s Online Privacy Protection Act, upon obtaining actual knowledge that an individual under the age of 13 has provided personally identifiable information to Tracking Artist Studios without parental consent, Tracking Artist Studios will promptly delete that information.

8. Returns and Refunds

Tracking Artist Studios retains the right to deny refunds at its sole discretion, without notice or liability to the Client. Requests for refunds are evaluated on a case-by-case basis. If a refund is deemed appropriate, the refund will only be applied to the remaining billable period. Tracking Artist Studios reserves the right to pursue necessary legal actions against the Client for any breach of this paragraph.

9. Modification

Tracking Artist Studios retains the right to change, alter, modify, amend, or remove any content on the Website for any reason at its sole discretion. Tracking Artist Studios also reserves the right to modify or discontinue all or part of the Website without notice and without liability to the Client.

10. Connection Interruptions

Tracking Artist Studios does not guarantee or warrant the continuous availability and accessibility of the Website. Interruption delays or errors beyond Tracking Artist Studios' control, such as issues with hardware, software, or other items, may occur. The Client acknowledges and agrees that Tracking Artist Studios shall not be liable for any loss, damage, or inconvenience caused by the Client’s inability to access or use the Website during any interruption in the connection or service.

11. Governing Law

These Terms of Use shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law principles.

12. Litigation

Any legal action of whatever nature shall be brought in the state courts of Los Angeles County, California, or in the United States District Court for the Central District of California. The parties hereto consent to personal jurisdiction in said courts and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction. The application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are excluded from these Terms of Use.

13. Disclaimer

The Website is provided on an as-is, as-available basis by Tracking Artist Studios. Clients acknowledge that their use of the Website and Services is at their sole risk. Tracking Artist Studios disclaims all warranties, express or implied, in connection with the Website and Clients’ use thereof, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Tracking Artist Studios makes no warranties or representations about the accuracy or completeness of the Website or any content thereon, or content of any websites linked to the Website, and Tracking Artist Studios assumes no liability for any errors, mistakes, or inaccuracies of content and materials, personal injury, or property damage of any nature whatsoever.

This disclaimer extends to any unauthorized access to or use of Tracking Artist Studios’ secure servers and/or any personal information and/or financial information stored therein. It also covers any interruption or cessation of transmission to or from the site, any bugs, viruses, Trojan horses, or the like transmitted to or through the Website by any third party, and any errors or omissions in content and materials. Tracking Artist Studios disclaims responsibility for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available through the Website.

Tracking Artist Studios does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Website, a hyperlinked website, or any website or mobile application featured in any advertising.

14. Limitations of Liability and Indemnification

Tracking Artist Studios and its directors, employees, members, independent contractors, or agents shall not be liable to the Client or any third party for any direct, indirect, consequential, incidental, special, or punitive damages, including lost profit, lost revenue, lost data, attorneys’ fees, court costs, fines, forfeitures, or other damages or losses arising from the Client’s use of the Website. 

The Client agrees to defend, indemnify, and hold harmless Tracking Artist Studios and its subsidiaries, affiliates, and all respective officers, members, agents, partners, employees, and independent contractors from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Website; (2) breach of these Terms of Use; (3) any breach of the Client’s representations and warranties set forth herein; (4) the Client’s violation of the rights of any third party, including but not limited to intellectual property rights.

Notwithstanding the foregoing, Tracking Artist Studios reserves the right, at the Client’s expense, to assume control and defense of any matter for which the Client shall be required to indemnify Tracking Artist Studios hereunder. The Client agrees to cooperate with the defense of such claims.

15. User Data

The Client is exclusively responsible for all data transmitted to or related to any activity the Client undertakes using the Website. Tracking Artist Studios shall bear no liability to the Client for any loss or corruption of such data, and the Client hereby waives any right of action against Tracking Artist Studios arising from any such loss or corruption.

16. Electronic Communications, Transactions, and Signatures

The Client hereby consents to receive electronic communications from Tracking Artist Studios, agreeing that all agreements, notices, disclosures, and other communications sent via email or through the Website fulfill any legal requirement for written communication. The Client further agrees to the use of electronic signatures, contracts, orders, and other records, as well as the electronic delivery of notices, policies, and records of transactions initiated or completed by Tracking Artist Studios or through the Website. The Client hereby waives any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction that necessitate an original signature or delivery or retention of non-electronic records or payments or the granting of credits by any means other than electronic.

17. Showcasing Tracking Work

Tracking Artist Studios reserves the right to showcase tracking work on digital channels, including social media and the website, unless otherwise agreed upon. The Client retains the right to establish a Non-Disclosure Agreement (NDA) between themselves and Tracking Artist Studios. In the presence of an NDA, Tracking Artist Studios is prohibited from sharing or discussing the Client's work publicly.

18. Miscellaneous

These Terms of Use, along with any policies posted on the Website or related to the Website, constitute the entire agreement and understanding between the Client and Tracking Artist Studios. Failure of Tracking Artist Studios to enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. If any provision or part of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision shall be severed from these Terms of Use but shall not otherwise affect the validity or enforceability of the remaining provisions herein. Nothing in these Terms of Use, the Privacy Policy, or on the Website shall be construed to constitute the forming of a joint venture, partnership, employment, or agency relationship between the Client and Tracking Artist Studios.

19. Contact Information

For any questions or complaints regarding the Terms of Service, please contact Tracking Artist Studios at: support@trackingartist.com