Terms and Conditions

Software as a Service Agreement

TrackStar AI Terms and Conditions

BETWEEN:

VENDOR dba TrackStar AI a Limited Liability Corporation organized and existing under the laws of the State of Delaware, with principal offices located at 2705 S. Alma School Road Ste. 2 Chandler, AZ 85286 ("VENDOR ")

OF THE FIRST PART - and -

("Customer") OF THE SECOND PART

TRACKSTAR AI CONTRACT

WHEREAS Customer has requested VENDOR to install and maintain certain software/services as hereinafter set forth and VENDOR has agreed to perform such services on and subject to the terms and conditions hereinafter contained;

NOW THEREFORE IN CONSIDERATION of the covenants of each of the parties given to the other, and for other good and valuable consideration, the receipt and sufficiency whereof each of the parties hereby acknowledges, the parties covenant and agree as follows:

1. Nature of Work – VENDOR shall install TrackStar AI software, hosted on our servers over a domain name of Customer’s choice. VENDOR will maintain technical and administrative control over content and backend and will make changes as Customer needs. VENDOR will monitor server to ensure service works as advertised. Customer will not have ftp access to domains pointed to VENDOR’s servers. System does come preloaded with "template letters".

2. Compensation to VENDOR - The consideration payable to VENDOR for its Services/Software hereunder shall be based on a setup package, plus the monthly submissions plan on plan chosen by customer. Customer agrees to pay monthly in arrears, the respected monthly fee designated to the selection on the Application, for client submissions in Customer’s system each month. A client submission is used anytime the submit button is used on any client enrollment screen regardless of status at the end of any given month.

3. Special Requests – Once the system is complete, Customer may request that changes be made. Minor changes can be done very quickly as long as requests can be done to fit all Tracker clients; otherwise your custom changes will be overwritten anytime there is an update to the system.

4. Affiliate Reporting – Customer will not allow its affiliates to use illegal methods of advertising. Spamming affiliates will result in the termination of Customer’s account.

5. Confidential Information – VENDOR shall at all times, as long as Customer is in good standing, during and after the term of this Agreement, maintain strict confidentiality respecting confidential information or data (as hereinafter defined) that was obtained by or communicated to VENDOR by the Customer, business clients or others with whom the Customer has a business relationship. "Confidential Information" shall include all information (whether or not reduced to writing) accessible by VENDOR during the course of the Services hereunder which concerns the customers, business, undertakings or affairs of the Customer.

6. Proprietary Rights – Customer acknowledges that the Tracker software and all information used by VENDOR is proprietary information that belongs exclusively to VENDOR. Customer agrees that during this Agreement and after the expiration or termination of this Agreement, Customer will not in any way copy, duplicate, replicate, modify, adapt, reverse engineer, disseminate or use the Tracker software or any version thereof, without VENDOR's prior written consent.

Customer acknowledges that VENDOR has expended considerable resources and money to develop the Tracker software and proprietary information and that if Customer breaches this Agreement, the amount of actual damages may be difficult to determine. Customer therefore agrees that if Customer breaches this Agreement, VENDOR will suffer irreparable damages in an amount not ready capable of calculation. Therefore, Customer agrees to pay to VENDOR as liquidated damages the sum of $1,000 per day, for each day that Customer continues to use, or allows to be used, VENDOR's Tracker software or any replicated, duplicated, modified or adapted version of said software. This amount of liquidated damages is a fair and reasonable estimate of the amount of damages that will be suffered by VENDOR if Customer breaches this Agreement.

Notwithstanding the aforesaid provision for liquidated damages, in the event of Customer's breach of this Agreement, VENDOR has the option of pursuing all remedies available under this Agreement, whether at law or in equity, including claims for injunctive relief and enforcement of its security interests.

7. Governing Law - This Agreement shall be construed and interpreted in accordance with the laws of the state of Delaware. Customer irrevocably agrees to submit to the jurisdiction of the Delaware courts or the jurisdiction of the United States District Court for the District of Delaware over any suit, actions, or proceedings arising out of this Agreement. Customer does hereby irrevocably waive any objection which it may have as to venue for any suit or action as being brought in an inconvenient forum.

8. Security Interest. Customer hereby grants to VENDOR a security interest in and to any and all information transmitted to VENDOR under this Agreement, including without limitation, electronically stored files, software, domains, servers, websites, customers that VENDOR provides services to or for through it Tracker Software system. Customer agrees that such security interest can be perfected by VENDOR in the event of Customer's breach of this Agreement, and that Customer shall co-operate in the execution of any documents required for such filing or perfection of such security interest.

9. No Assignment - Neither party shall assign this Agreement or any interest or obligation herein without the prior written consent of the other party.

10. Notices/Termination – If for any reason the Customer is not satisfied they can cancel at any time and pay their final invoice. Any notice required to be given by either party under this Agreement may be sufficiently given via the support desk on your dashboard or via email (info@trackstar.ai) from a company principal. Upon cancellation, Customer’s tracker account will immediately be shut down and IP released to the next tracker in development. If Customer refuses to pay their monthly invoice, VENDOR reserves the right to immediately terminate Customer’s account. Account may reactivated upon payment of monthly invoice with a reactivation fee determined based on 10% of the defaulted invoice or $250, whichever is greater, if VENDOR determines it is in their best interest.

11. Circumstances Beyond the Control of VENDOR. VENDOR shall not be subject to any liability for delay in performance or non-performance as a result of fire, flood, natural catastrophe, strike, labor trouble, accident, riot, act of government authority, act of God, or other contingencies beyond the control of VENDOR.

12. Attorney Fee’s. In the event that any action is brought to enforce any provision of this Agreement, the prevailing party shall be entitled to recover all of its attorney’s fees, court costs and expenses.

THIS CONTRACT IS BINDING DURING THE TIME IT IS ACTIVE. THIS CONTRACT HAS NO SET DATES AND IS CANCELABLE BY EITHER PARTY AT ANYTIME FOR ANY REASON.

SCHEDULE "A"

Attached to and forming part of a TrackStar AI Installation between VENDOR and Customer.

SERVICES

Install and Maintain Proprietary Software, while account is in good standing.

Installation of TrackStar AI software on VENDOR’s servers housed under a domain name of Customer’s choice. Full training and support via telephone and internet.

Customer Responsibilities:

Provide VENDOR a single Representative for all communications.

I understand my setup fees and that I will be charged the monthly plan selected beginning 30 days after setup. I am in compliance with all state and federal requirements.

Payment Terms:

I hereby authorize VENDOR to debit my credit card for the one-time setup fee calculated above as agreed. I acknowledge this transaction for the setup and configuration of my TrackStar AI account is non-refundable.

I hereby authorize VENDOR to debit my credit card for the ongoing monthly software fee chosen for the hosting of my TrackStar AI system beginning 30 days from my setup date and continuing every 30 days thereafter until such time I submit notice of cancellation by a company principal via email (info@trackstar.ai) or the support desk on my dashboard.

I understand these monthly software fees are billed in arrears and non-refundable. I understand there will be at least one final fee plus any outstanding balances due upon cancellation. I understand my setup fees and that I will be charged the monthly fee selected above for the amount of new client entries allowed per calendar month in that plan.

I am compliant with any applicable federal and state requirements.