Terms and Conditions

Company: US MTM LLC

Address: 8 The Green STE B, Dover, DE 19901, USA

Contact: support@wise-trak.com

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1. Acceptance of Terms

By executing an Order Form, accessing, or using WiseTrak (“the Service”), the Customer agrees to be bound by this Master SaaS Agreement (“Agreement”). If you do not agree, you may not access or use the Service.

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2. Definitions

Authorized User – an individual authorized by the Customer to access WiseTrak under this Agreement.

Customer Data – any data, content, or information provided or generated by the Customer or its Users within the Service.

Documentation – user guides and technical documentation provided by WiseTrak.

Order Form – a document referencing this Agreement and describing purchased subscriptions, fees, and usage scope.

Services – the WiseTrak SaaS platform, support, and related professional services.

SLA – the Service Level Agreement defined in Section 13.

Term – the duration of an active subscription under an Order Form.

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3. Access and Use

3.1 Provision of Access

Subject to timely payment and compliance with this Agreement, WiseTrak grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service for its internal business purposes during the applicable Term.

3.2 Restrictions

Customer shall not:

• Copy, modify, reverse-engineer, or create derivative works of the Service;

• Provide access to any third party except Authorized Users;

• Use the Service to develop competing products;

• Interfere with or disrupt its security, integrity, or performance;

• Use the Service in violation of any applicable laws or regulations.

3.3 Account Responsibility

Customer is responsible for all activities under its accounts and credentials and shall promptly notify WiseTrak of any unauthorized access.

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4. Subscriptions, Fees, and Payments

• Services are provided on a subscription basis as specified in the Order Form.

• Fees are payable in advance and non-refundable unless required by law.

• Subscriptions renew automatically unless terminated in accordance with this Agreement.

• WiseTrak may suspend access for overdue invoices after 10 business days’ notice.

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5. Customer Data

5.1 Ownership

Customer retains all rights, title, and interest in and to Customer Data.

5.2 License to WiseTrak

Customer grants WiseTrak a non-exclusive, worldwide, royalty-free license to host, use, process, transmit, and display Customer Data solely to provide, maintain, and improve the Service.

5.3 Security and Processing

WiseTrak implements industry-standard security measures including SSL/TLS encryption, secure authentication, and periodic vulnerability assessments.

WiseTrak acts as a data processor under applicable privacy laws; Customer remains data controller.

5.4 Privacy

Processing of personal data is governed by the WiseTrak Privacy Policy available on www.wise-trak.com.

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6. Confidentiality

Each party shall protect the other’s Confidential Information with the same care it uses for its own, but not less than reasonable care.

Confidential Information may be disclosed only to employees or contractors who need to know it and are bound by confidentiality obligations.

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7. Intellectual Property

WiseTrak (US MTM LLC) retains all rights, title, and interest in and to the Service, including all software, trademarks, and documentation.

No rights or licenses are granted other than those expressly stated.

Customer Data remains the sole property of the Customer.

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8. Third-Party Services

WiseTrak may integrate with third-party applications. Use of such services is subject to their own terms, and WiseTrak is not responsible for their content or performance.

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9. Support and Service Levels

Support is available via email at support@wise-trak.com during standard business hours (9 AM – 5 PM EST).

Availability, response times, and escalation procedures are defined in Section 13 (SLA).

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10. Term and Termination

10.1 Term

This Agreement remains effective from the Effective Date until all active subscriptions have expired or been terminated.

10.2 Termination for Cause

Either party may terminate this Agreement upon 30 days’ written notice if the other materially breaches and fails to cure within such period.

10.3 Effect of Termination

Upon termination, access to the Service ceases. WiseTrak will retain Customer Data for 60 days solely for data retrieval before permanent deletion.

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11. Warranties and Disclaimers

11.1 Performance Warranty

WiseTrak warrants that the Service will substantially conform to its documentation and maintain industry-standard security and uptime during the Term.

11.2 Disclaimer

Except as expressly stated, the Service is provided “as is” and “as available.”

WiseTrak disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

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12. Indemnification

12.1 By WiseTrak

WiseTrak shall defend and indemnify Customer against third-party claims alleging that the Service infringes intellectual-property rights, provided that:

• Customer promptly notifies WiseTrak;

• WiseTrak controls the defense and settlement; and

• Customer cooperates as reasonably requested.

12.2 By Customer

Customer shall defend and indemnify WiseTrak from third-party claims arising from Customer Data, use of the Service in violation of this Agreement, or applicable law.

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13. Service Level Agreement (SLA)

13.1 Availability: 99.9% monthly uptime. Downtime excludes scheduled maintenance (00:00 – 03:00 EST) and force majeure.

13.2 Incident Response:

• Priority 1 (Critical): Service unavailable — response within 1 hour.

• Priority 2 (High): Major functionality degraded.

• Priority 3 (Normal): Limited impact issues.

WiseTrak will acknowledge, investigate, and update until resolution.

13.3 Improvements: Releases will maintain or enhance existing functionality.

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14. Limitation of Liability

In no event shall either party be liable for indirect, incidental, special, or consequential damages, including loss of profits or data.

WiseTrak’s aggregate liability under this Agreement shall not exceed the fees paid by Customer in the 12 months preceding the claim.

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15. Force Majeure

Neither party is liable for delays or failures beyond its reasonable control, including natural disasters, internet outages, labor disputes, or acts of government.

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16. Governing Law and Jurisdiction

This Agreement is governed by and construed under the laws of the State of Delaware, USA, without regard to conflict-of-law principles.

Each party submits to the exclusive jurisdiction of the courts located in Delaware.

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17. Notices

All notices shall be sent in writing to the addresses listed above or by email to support@wise-trak.com.

Notices shall be deemed received when delivered by courier, certified mail, or confirmed email.

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18. Miscellaneous

• This Agreement constitutes the entire understanding between the parties and supersedes prior agreements.

• Neither party may assign its rights or obligations without written consent.

• Failure to enforce any provision does not constitute a waiver.

• If any provision is held invalid, the remaining terms remain in full effect.

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19. Publicity

With Customer’s written consent, WiseTrak may reference Customer’s company name and logo in marketing materials or case studies.

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20. Execution

This Agreement may be executed electronically or in counterparts, each constituting an original.

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US MTM LLC

8 The Green STE B, Dover, Delaware 19909

📧 support@wise-trak.com