Effective Date: March 1, 2026

THIS AGREEMENT CONTAINS A RELEASE OF LIABILITY AND WAIVER OF CERTAIN RIGHTS. YOU ARE ADVISED TO READ THIS CAREFULLY BEFORE AGREEING TO ITS TERMS.   These Terms and Conditions (“Terms”) form an agreement (“Agreement”) between you, or, if you are entering into this Agreement on behalf of an entity or an organization, that entity or organization (“you” and “your”) and ONTRACK PLANNER, LLC (“ONTRACK PLANNER,” “us,” or “we”).   ONTRACK PLANNER provides users of the Site (“Users”) with the opportunity to access and use information, data, and content (“Content”), as well as services, resources, and offerings (“Offerings”) through this website and other ONTRACK PLANNER websites and subdomains (collectively the “Site”). ONTRACK PLANNER is willing to allow you to become a User of the Site, including the available Content and Offerings, if you agree to be bound by this Agreement.   This Agreement will form a binding legal agreement between you and ONTRACK PLANNER as of the date you first accept this Agreement, including electronically (“Effective Date”). You and ONTRACK PLANNER are each a party to this Agreement and together are the parties to this Agreement.   PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT FORMS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND ONTRACK PLANNER. BY ACCESSING AND USING THE SITE, WHICH INCLUDES ALL CONTENT OR OFFERINGS, YOU AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO COMPLY WITH AND BE BOUND BY THIS AGREEMENT.   BY ENTERING INTO THIS AGREEMENT, YOU MAY BE WAIVING CERTAIN RIGHTS. IN PARTICULAR, THIS AGREEMENT CONTAINS PROVISIONS PROVIDING FOR MANDATORY BINDING ARBITRATION AND WAIVER OF JURY TRIALS (IN THE SECTION BELOW TITLED “DISPUTE RESOLUTION”), WHICH LIMITS YOUR RIGHTS TO BRING AN ACTION IN COURT AND HAVE DISPUTES DECIDED BY A JUDGE, AND OTHER PROVISIONS THAT LIMIT OUR LIABILITY TO YOU.   ALL CLAIMS AND DISPUTES ARISING UNDER THESE TERMS MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER.  

1          SCOPE This Agreement governs your access to and use of the Site, which includes all Content and Offerings. Unless otherwise specified in this Agreement, all access to and use of the Site and all Content and Offerings by you or on your behalf is subject to this Agreement. This Agreement is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between you and ONTRACK PLANNER, regarding your access to and use of the Site.  

2          YOU If you have entered into this Agreement solely on your own behalf (to use the Site yourself, for your own benefit), then you are entering this Agreement as an individual. If you have entered into this Agreement on behalf of an organization or entity (so that the entity or organization can use the Site), then you are entering this Agreement on behalf of that entity or organization. In either case, you represent and warrant to ONTRACK PLANNER that you have the authority to enter into this Agreement, whether on your own behalf or on behalf of that entity or organization.  

3          MODIFICATIONS ONTRACK PLANNER may, in its sole discretion, modify this Agreement from time to time. ONTRACK PLANNER will use commercially reasonable efforts to provide notice of any material modifications to this Agreement. Notice may be provided to you directly or to all Users through the Site. Unless we make a change for legal or administrative reasons, any modification to this Agreement will be effective 5 days following posting of the modified version of this Agreement to the Site. Your continued access to the Site or use of the Content and Offerings following that date constitutes your acceptance of, and agreement to be bound by, any modified Agreement. Except for the foregoing, this Agreement may be amended or modified only by a writing signed by both parties.  

4          Right To Modify Or Discontinue The Site We reserve the right to modify or temporarily or permanently discontinue the Site, including any Content or Offerings, at any time with or without notice, by making those modifications available to you as part of the Site, Content, or Offerings. We will not be liable to you or to any third party for any modification, suspension or discontinuance of the Site, Content, or Offerings.    

5          DEFINITIONS Terms used in this Agreement have the definitions given in this Agreement or, if not defined in this Agreement, have their plain English meaning as commonly interpreted in the United States.  

6          ELIGIBILITY The Site, including all Content and Offerings, is for use by individuals 18 years of age and older. Additional eligibility requirements for various Content or Offerings may be stated on the Site. By entering into this Agreement and using the Site, you confirm that you are legally capable of entering into a binding agreement with ONTRACK PLANNER and you meet all such eligibility requirements. If you do not meet any such eligibility requirements, the Site is not for you, and you are not permitted to become a User of the Site and you may not access or use the Site or any Content or Offerings.  

7          TERM This Agreement is effective as of the Effective Date and will continue until terminated as set forth herein.  

8          ADDITIONAL AGREEMENTS WITH ONTRACK PLANNER   In addition to this Agreement, if you enter into any other agreement with ONTRACK PLANNER or any of its affiliates (an “Additional ONTRACK PLANNER Agreement”), this Agreement does not affect the relationship you establish with ONTRACK PLANNER or such affiliate under the Additional ONTRACK PLANNER Agreement, and the Additional ONTRACK PLANNER Agreement will remain applicable between you and ONTRACK PLANNER or such affiliate, as applicable, provided that, unless explicitly stated otherwise in the Additional ONTRACK PLANNER Agreement, the terms of this Agreement will control in all respects with regard to the Site, including all Content and Offerings, and your access to and use thereof.  

9           THIRD PARTY OFFERINGS The Site may also provide you with access to Offerings provided by third parties (“Third Party Offerings”). ONTRACK PLANNER does not operate, control, or endorse any Third Party Offerings. Third Party Offerings are offered for your convenience, and you assume sole responsibility for your use of any Third Party Offering. You may be required to agree to additional terms and conditions applicable to a Third Party Offering (“Third Party Terms”). Any Third-Party Terms shall control only as to your use of the Third Party Offering covered by those Third Party Terms and the terms of this Agreement will continue to control in all other respects with respect to the Site and all Content and Offerings.    

10          YOUR OBLIGATION TO PROVIDE TRUTHFUL INFORMATION In connection with your use of the Site, and accessing certain Content and Offerings, you may be asked to submit information to the Site. If you submit information to ONTRACK PLANNER through the Site, you agree that: (1) the information you submit will be true, accurate, current and complete, and (2) you will promptly update your information to keep it accurate and current. You grant ONTRACK PLANNER all necessary rights, authorizations, consents, and permissions necessary to use such information in accordance with this Agreement.  

11          ACCESS TO THE SITE ACCESS TO THE SITE (OPEN ACCESS) Educational Purpose & Internal Use. Access is granted solely for your internal business or educational use as a "General Guide." You acknowledge that all resources calculators, checklists, and templates etc.. provided are "Educational Tools" only and do not constitute professional engineering, operational, marketing, branding, or legal advice. As a condition of access, you agree that any operational checklist or template obtained through the Site must be reviewed and formally approved by your internal safety and engineering departments prior to implementation on any live production line or industrial environment.  

12          USER CONTENT The Site may permit you to upload, provide, or make available your Content through the Site. You are solely responsible for all Content that you may upload, provide, or make available through the Site (“User Content”). You will obtain all rights, authorizations, consents, and permissions necessary to provide all User Content and to permit the processing and use thereof through the Site under this Agreement. You will ensure that all User Content you make available on the Site will not violate this Agreement, the ONTRACK PLANNER Privacy Policy or any other applicable ONTRACK PLANNER  policy, or any applicable Laws.    

13          SITE CONTENT Any Content made available through the Site by ONTRACK PLANNER and its third-party suppliers (“Site Content”) is for informational purposes only. ONTRACK PLANNER does not take any responsibility for any interruptions or delays in any Site Content or the unavailability of any Site Content. ONTRACK PLANNER is not responsible for any errors or omissions in any Site Content. You are solely responsible for verifying the accuracy and completeness of all Site Content, as well as the applicability and suitability of any Site Content to your intended use. Subject to your compliance with this Agreement, you may view the Site Content solely through the Site and only for your own personal or business use in connection with your permitted use of the Site.  

14          RESTRICTIONS You may only use the Site, including all Offerings and any Site Content, for lawful purposes as expressly provided in this Agreement. As a strict condition of your access to these industrial resources, you covenant and agree that you will not, and will not permit any third party to, use the Site, including all Offerings and Site Content, for any purpose that is unlawful or prohibited by this Agreement. In addition to and without limiting the foregoing, you will not and will not permit any third party to:(1) Unauthorized Access: Access or attempt to access the Site except as expressly provided in this Agreement. (2)Content Extraction: Copy, duplicate, capture, replicate, store, or maintain any Content, proprietary calculators, or templates outside of the Site (3)Unauthorized Distribution: Transfer, sell, lease, license, sublicense, distribute, or make available to any third party your personal right to access or use the Site. (4)Modification: Alter, copy, modify, or create derivative works of any Content or Offerings. (5)Reverse Engineering: Reverse engineer, disassemble, decompile, or decode the Site or its underlying Technology. (6)Circumvention: Attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of any Content or Offerings. (7)Unlawful Manner: Use the Site in any unlawful manner. (8) Illegal Activity: Use the Site to further or promote any criminal or illegal activity or to provide instructional information about illegal activities. (9) Ownership Challenges: Contest, challenge, or otherwise make any claim or take any action adverse to ONTRACK PLANNER’s exclusive ownership of, or interest in, the Site or Content. (10) Infringement: Use any Content or Offerings in a manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or applicable law. (11) Automated Interaction: Use automated scripts, bots, or "scraping" technology to collect information from or otherwise interact with the Site. (12) Notice Removal: Alter, obscure, or remove any copyright, trademark, or any other proprietary notices provided on or in connection with any Content or Offerings. (13) Operational Interference: Access or use the Site in a manner that interferes with, disables, disrupts, impairs, or creates an undue burden on the Site’s infrastructure. (14) User Interference: Take any action that ONTRACK PLANNER determines, in its sole discretion, restricts or inhibits any other individual or entity from using or enjoying the Site.

15          Absolute Retention of Rights ONTRACK PLANNER retains all right, title, and interest, including all proprietary and intellectual property rights, in and to the Site, the proprietary Offerings (including all industrial calculators, checklists, and templates), and Site Content. This ownership extends to all software, algorithms, databases, hardware, and underlying technology used by or on behalf of ONTRACK PLANNER to operate the Site (collectively, the “Technology”), as well as any additions, improvements, updates, or modifications thereto. All such items are collectively defined as “ONTRACK PLANNER Property”. (1) The User acknowledges that access to the Site is provided on an "Open Access" basis for convenience and grants the User no ownership interest in or to any ONTRACK PLANNER Property. Your right is limited strictly to the ability to access the Site Content and Offerings for internal business or educational purposes in accordance with this Agreement; you are not granted any right or license to use the Technology itself. (2) The logic, mathematical formulas, and sequences contained within the Site's calculators and industrial templates are the exclusive trade secrets and proprietary property of ONTRACK PLANNER. Any attempt to reverse engineer, decompile, or replicate these proprietary tools is a material breach of this Agreement and a violation of ONTRACK PLANNER’s ownership rights. (3) The ONTRACK PLANNER, LLC name, logo, and all associated product and service names are the exclusive proprietary identifiers of ONTRACK PLANNER. While formal registration may be pending, ONTRACK PLANNER claims all common law rights in these marks. This Agreement grants the User no right or license to use these identifiers in any marketing, operational, or commercial capacity. (4) By accessing the Site, the User covenants and agrees that they will not, at any time, contest, challenge, or take any action adverse to ONTRACK PLANNER’s sole and exclusive ownership of the ONTRACK PLANNER Property or its claim to the associated brand identifiers. Any use of the Site’s Content in a manner that infringes or misappropriates these rights is strictly prohibited  

16          FEEDBACK Any comments, feedback, suggestions, testimonials, reviews, and other communications (including photos and videos) regarding the Site, Content, or Offerings (“Feedback”) is entirely voluntary. We will be free to use any Feedback as we see fit for any purpose and without any notice, payment, or other obligation to you. All use of any Feedback will be at our sole discretion and without limitation.  

17          FEES AND PAYMENT TERMS General Site Access. General access to the Site is provided on an "Open Access" basis without a fee. However, ONTRACK PLANNER reserves the right to charge fees for the use of specific premium Offerings (such as proprietary calculators, checklists, or templates) or professional consulting services, including but not limited to marketing services, operations scheduling, and industrial planning. (1). All payments to ONTRACK PLANNER must be received via check made payable to "OnTrack Planner LLC". No other forms of payment (e.g., credit card, ACH, wire) are accepted or authorized unless an official representative of ONTRACK PLANNER specifically communicates alternate instructions to you in writing. (2) You are responsible for paying all applicable fees and charges incurred through your use of consulting services or premium Site access (collectively, “Fees”). All Fees will be due and payable as specifically indicated through official email correspondence from OnTrack Planner LLC. You agree to pay all Fees promptly when due and in U.S. Dollars. (3)  All Fees are strictly non-refundable once paid to ONTRACK PLANNER. Given the "educational and informational" nature of the resources provided, no refunds shall be issued for tools accessed or services rendered. (4). Any amounts remaining unpaid after the due date will be subject to a late charge of the lesser of 1.5% per month or the maximum rate permitted by law. These late charges are reasonable estimates intended to compensate ONTRACK PLANNER for the costs and losses associated with payment delays and are not intended as a penalty. (5)  ONTRACK PLANNER may update or modify any Fees applicable to this Agreement at any time by making those modifications available on the Site or via direct communication. Such updates will apply to any subsequent purchases or service engagements. (6) You are solely responsible for all expenses you incur in connection with your access to the Site. All Fees are exclusive of, and you are responsible for the payment of, all taxes, assessments, or charges of any kind (including VAT, sales tax, or local equivalents) imposed by any governmental authority, excluding only those taxes based solely on the net income of ONTRACK PLANNER. (7) Impact of Fees on Liability. The payment of Fees for consulting services or premium Offerings does not waive or alter the Hyper-Restrictive Liability Cap. Even where Fees have been paid, the total aggregate liability of the ONTRACK PLANNER Parties shall not exceed the lesser of One Hundred United States Dollars ($100.00) or the amount paid in the one month preceding the claim.  

18          TERMINATION Termination Right. This Agreement may be terminated by either party at any time, in that party’s sole discretion, upon notice to the other party. As all resources are provided via "Open Access," ONTRACK PLANNER may terminate or restrict your access to the Site, specific Offerings (including proprietary calculators and checklists), or active consulting engagements immediately and without prior notice if a breach of these Terms is suspected. Upon termination of this Agreement or the cessation of a specific consulting engagement for any reason: (1) All rights granted to you to access the Site’s proprietary industrial resources and "Educational Tools" will immediately terminate. (2) All amounts due or payable for consulting services (including marketing, operations scheduling, and industrial planning) will become immediately due and payable via check only, as specified in Section 18. (3) You will immediately cease all use of and access to the Site, including all proprietary Site Content and Offerings such as calculators, templates, and checklists. (4) You will return to ONTRACK PLANNER or, if so notified, destroy all confidential information, proprietary logic, or industrial trade secrets in your possession or control. (5) No Liability for Discontinuance. In accordance with Section 4, ONTRACK PLANNER shall not be liable to you or any third party for the modification, suspension, or permanent discontinuance of the Site or any industrial resources provided therein  

19          LINKS TO OTHER SITES The Site, Content, or Offerings may provide links to other sites or services that are not under the control of ONTRACK PLANNER. Your use of such sites and services is subject to the terms and policies of such sites and services and not this Agreement. ONTRACK PLANNER is not responsible for any Content on any linked site or service. YOUR USE OF ANY THIRD-PARTY SITES OR SERVICES IS AT YOUR OWN RISK.  

20          REPRESENTATIONS AND WARRANTIES You represent and warrant to ONTRACK PLANNER that: (1) you have the legal right and authority to enter into this Agreement; (2) this Agreement forms a binding legal obligation on your behalf; (3) you have the legal right and authority to perform your obligations under this Agreement and to grant the rights and licenses described in this Agreement; and (4) your use of and access to the Site, including all Content, Consulting Services and Offerings, will comply with all applicable laws, rules, and regulations and will not cause ONTRACK PLANNER to violate any applicable laws, rules, or regulations.  

21          DISCLAIMER OF RESULTS ONTRACK PLANNER does not promise, guarantee, represent, or warrant any specific level of success, manufacturing yield, operational efficiency, income, sales, or lead generation quotas through the use of the Site, its Content, or its consulting Offerings. You understand and acknowledge that the Site and any associated consulting services are provided “AS IS” and “AS AVAILABLE” without any express or implied warranties. (1) Individual results will vary significantly from User to User. There can be no assurance or guarantee that any prior successes or past results in operational efficiency or income earnings can be used as an indication of your future success. You acknowledge that monetary and industrial results are based on a multitude of factors beyond the Consultant's control. (2) You agree that your success, however you define it, is solely your own responsibility. ONTRACK PLANNER assumes no responsibility, fiduciary or otherwise, for your business success or failure. You agree that you are aware of your individual and organizational limitations and agree not to exceed them when implementing any operations or marketing guidance provided by the Consultant. (3) Your business’s results will vary depending on a variety of factors unique to your organization, including but not limited to: Physical Location and regional market conditions; Business Model and organizational structure; Staff Competency and implementation capabilities; and Service and Product Offerings. (4) While the Consultant provides "Educational Tools" for operations scheduling and planning, neither ONTRACK PLANNER nor the Site provides licensed engineering or professional safety advice. Any reliance on the Content appearing on the Site is solely at your own risk. All operational checklists and industrial templates must be reviewed and approved by your internal safety and engineering teams prior to deployment on a live production line to ensure compliance with applicable safety regulations and equipment specifications.  

22          NO PROFESSIONAL ADVICE Non-Professional Nature of Consulting. ONTRACK PLANNER provides strategic consulting services, including planning and scheduling for operations, production of sales enablement materials, and website updates. By accessing this Site or engaging in these Offerings, you acknowledge and agree that these services do not constitute "Professional Services" as defined by regulated or licensed fields. Neither ONTRACK PLANNER nor the Site provides legal, investment, financial, or licensed engineering advice. (1) Not a Substitute for Professional Guidance. The Offerings are not intended to be a substitute for professional advice or recommendations. All Content, including operational schedules and marketing strategies, is provided for educational and informational purposes or general guidance only. ONTRACK PLANNER’s guidance—encompassing marketing, business, and operations—carries inherent industrial and commercial risks and is not suitable for every business environment. (2) Risk of Zero ROI. Any decisions made based on information presented on the Site or through consulting Offerings should be made with the explicit knowledge that you could generate no revenue or profit at all. (3) No Professional Relationship. Your use of the Site and your engagement with marketing or operational consulting services does not create a legal, fiduciary, or other professional relationship between you and ONTRACK PLANNER. Furthermore, your use does not create any privacy interests other than those specifically described in the ONTRACK PLANNER Privacy Notice. (4) User’s Exclusive Regulatory Responsibility. You are solely and exclusively responsible for complying with any and all applicable laws and regulations in the conduct of your business. This includes, but is not limited to: Compliance with all laws governing advertising and marketing claims regarding any materials or website updates produced. Adherence to industrial safety and labor regulations when implementing operational schedules or planning. (5) Mandatory Independent Review. You should always seek the advice of a licensed professional (such as a Professional Engineer, Attorney, or CPA) regarding your individual business needs or technical situation. You agree to never disregard professional advice or refrain from seeking it because of any Content or consulting guidance you have obtained through ONTRACK PLANNER.  

23          NO ADDITIONAL WARRANTIES ONTRACK PLANNER MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE SITE, INCLUDING ANY CONTENT, CONSULTING SERVICES (SUCH AS OPERATIONS PLANNING, SCHEDULING, OR MARKETING ENABLEMENT), OR OFFERINGS. THE SITE AND ALL ASSOCIATED RESOURCES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. ONTRACK PLANNER AND ITS PROVIDERS DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, ADEQUACY, OR CURRENCY OF ANY CONTENT OR OFFERINGS. WE CANNOT AND DO WE DO NOT REPRESENT THAT THE SITE WILL OPERATE ERROR-FREE, UNINTERRUPTED, FREE FROM UNAUTHORIZED ACCESS, THAT THE SITE, CONTENT, AND OFFERINGS ARE FREE OF COMPUTER VIRUSES, MALWARE, OR OTHER HARMFUL MECHANISMS, OR OTHERWISE MEET YOUR REQUIREMENTS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF SITE OR ANY CONTENT OR OFFERINGS OR THE ACCURACY OR COMPLETENESS OF THEREOF. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, ARISING BY STATUTE, CUSTOM OR COURSE OF DEALING, COURSE OF PERFORMANCE OR IN ANY OTHER WAY, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, NON–INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NOTHING IN THIS AGREEMENT WILL AFFECT ANY STATUTORY RIGHTS TO WHICH YOU MAY BE ENTITLED AS A CONSUMER TO THE EXTENT YOUR ABILITY TO ALTER OR WAIVE SUCH RIGHTS BY CONTRACT IS LIMITED BY APPLICABLE LAW.. SPECIFCALLY YOU ACKNOWLEDGE, THAT YOU MAY HAVE OR MAY IN THE FUTURE HAVE CLAIMS AGAINST US WHICH DO YOU NOT KNOW OR SUSPECT TO EXIST IN YOUR FAVOR WHEN YOU AGREED TO THIS AGREEMENT AND WHICH IS KNOWN, MIGHT MATERIALLY AFFECT YOUR CONSENT TO THIS AGREEMENT. YOU EXPRESSLY WAIVE ALL RIGHTS YOU MAY HAVE UNDER SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASING PARTY.” IF THIS CLAUSE IS HELD TO BE UNENFORCEABLE IN WHOLE OR IN PART IN ANY JURISDICTION DUE TO RELEVANT LAWS, THEN IN NO EVENT WILL ONTRACK PLANNER  ’S OR THE RELEASED PARTIES’ (AS DEFINED BELOW) TOTAL LIABILITY TO YOU EXCEED THE TOTAL AMOUNT YOU HAVE PAID US OR THE RELEASED PARTIES DURING THE 6 MONTHS PRIOR TO THE INCIDENT. NOTHING IN THIS CLAUSE WILL LIMIT OR EXCLUDE ANY LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE.  

24         INDEMNITY You agree to indemnify, defend, and hold harmless ONTRACK PLANNER and its officers, directors, affiliates, employees, agents, contractors, assigns, users, customers, providers, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys' fees, court costs, damage awards, and settlement amounts) that result or arise in any manner from: (1) your access to or use of the Site, including any Content or Offerings; (2) your User Content or any other Content you provide through the Site; or (3) your breach of any representation, warranty, or other provision of this Agreement. ONTRACK PLANNER will provide you with notice of any such claim or allegation, and ONTRACK PLANNER will have the right to participate in the defense of any such claim.  

25          LIMITATIONS OF LIABILITY UNDER NO CIRCUMSTANCES WILL ONTRACK PLANNER, ITS PARENTS, OWNERS, MANAGERS, SUBSIDIARIES, AND AFFILIATE COMPANIES, AS WELL AS THE RESPECTIVE OWNERS, MANAGERS, DIRECTORS, MEMBERS, PARTNERS, OFFICERS, EMPLOYEES, INDEPENDENT CONTRACTORS, AGENTS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF ALL OF THE FOREGOING (COLLECTIVELY, THE “ONTRACK PLANNER   PARTIES”) BE LIABLE TO YOU, OR ANY THIRD PARTY CLAIMING THROUGH YOU, FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, LOSS OF INCOME OR LOSS OF PROFITS), WHETHER THE CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, EVEN IF AN AUTHORIZED REPRESENTATIVE OF ONTRACK PLANNER OR ANOTHER RELEASED PARTY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND WITHOUT REGARD TO THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES. THE TOTAL AGGREGATE LIABILITY OF THE ONTRACK PLANNER PARTIES TO YOU OR ANY PERSON OR ENTITY CLAIMING THROUGH YOU WITH RESPECT TO THIS AGREEMENT AND THE SITES, CONTENT, AND OFFERINGS WILL NOT EXCEED DIRECT DAMAGES IN THE GREATER OF (1) ONE HUNDRED UNITED STATES DOLLARS ($100.00), OR (2) THE AMOUNTS (IF ANY) YOU PAID TO ONTRACK PLANNER FOR ACCESS TO THE SITE, CONTENT, OR OFFERINGS IN THE ONE MONTH PRECEDING SUCH CLAIM. YOU AGREE THAT WE WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON OUR LIABILITY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE THESE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. NOTHING IN THIS AGREEMENT WILL LIMIT OR EXCLUDE LIABILITY FOR LOSSES OR DAMAGES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.  

26          DISPUTE RESOLUTION Except as otherwise provided below, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement, including the formation, validity, binding effect, interpretation, performance, breach or termination, of this Agreement and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Agreement (each, a “Dispute”), in accordance with the procedures set forth in this Section. If any Dispute cannot be resolved through negotiations between the parties within 15 days of notice from one party to the other of the Dispute, then at the request of either party such Dispute will be finally settled through binding arbitration under the arbitration of the Judicial Arbitration and Mediation Services (“JAMS”) then in effect (the “Rules”). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties. If the parties cannot agree on the appointment of a single arbitrator within 30 days (the “Initial Period”) after either party to this Agreement delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules. The arbitration will be conducted exclusively in the English language at a site specified by ONTRACK PLANNER in San Berardino, California. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrator. The award of the arbitrators will require payment of the costs, fees and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party. Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.  

27          CHOICE OF LAW, JURISDICTION AND VENUE This Agreement and the interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed exclusively by and construed in accordance with the federal laws of the United States of America and the laws of the State of California, excluding conflict of laws provisions that would indicate the application of the laws of any other jurisdiction.   SUBJECT TO THE REQUIREMENTS OF THE “DISPUTE RESOLUTION” SECTION, EACH PARTY WILL BRING ANY LEGAL ACTION OR PROCEEDING RELATING TO ANY DISPUTE OR OTHERWISE ARISING FROM THIS AGREEMENT OR YOUR ACCESS TO OR USE OF THE SITE (INCLUDING ANY ACTION TO ENFORCE ANY ARBITRATION AWARD), ONLY IN A STATE OR FEDERAL COURT LOCATED IN THE SAN BERNARDINO, CALIFORNIA YOU AND WE IRREVOCABLY AGREE TO CONSENT AND SUBMIT TO THE JURISDICTION AND VENUE OF SUCH COURTS.   You expressly waive any claim of improper venue and any claim that such courts are an inconvenient forum.  

28          WAIVERS OF COLLECTIVE ACTION AND JURY TRIAL YOU AGREE THAT YOU WILL PURSUE ANY CLAIM OR LAWSUIT RELATED TO ANY DISPUTE OR OTHERWISE ARISING FROM OR IN ANY WAY RELATING TO THIS AGREEMENT, THE SITE (INCLUDING THE CONTENT OR ANY OFFERINGS), OR YOUR USE THEREOF AS AN INDIVIDUAL, AND WILL NOT LEAD, JOIN, OR SERVE AS A REPRESENTATIVE OR USER OF A CLASS OR GROUP OF PERSONS BRINGING SUCH A CLAIM OR LAWSUIT.   THE PARTIES DESIRE TO AVOID THE TIME AND EXPENSE RELATING TO A JURY TRIAL OF ANY DISPUTE. ACCORDINGLY, THE PARTIES, FOR THEMSELVES AND THEIR SUCCESSORS AND ASSIGNS, HEREBY WAIVE TRIAL BY JURY OF ANY DISPUTE. THE PARTIES ACKNOWLEDGE THAT THIS WAIVER IS KNOWINGLY, FREELY, AND VOLUNTARILY GIVEN, IS DESIRED BY BOTH PARTIES AND IS IN THE BEST INTERESTS OF BOTH PARTIES.  

29          STATUTE OF LIMITATIONS You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred to the extent permitted by applicable law.  

30         FORCE MAJEURE ONTRACK PLANNER will not be responsible for failure or delay in the performance of any obligation under this Agreement to the extent such failure or delay is due to acts of God or governmental authority, war, terrorism, strikes, boycotts, quarantine, pandemic, labor disputes, fire or other loss of facilities, accident, or any other event beyond its control. ONTRACK PLANNER will use commercially reasonable efforts to notify you of any such event.  

31         PRIVACY POLICY While the ONTRACK PLANNER Privacy Notice is not part of this Agreement, you consent to the use and disclosure of your personally identifiable information and other data and information as described in the ONTRACK PLANNER Privacy Policy.  

32          CLAIMS OF INFRINGEMENT ONTRACK PLANNER respects your copyrights and other intellectual property rights and those of other third parties. If you believe in good faith that your copyrighted work has been reproduced on the Site without your authorization in a way that constitutes copyright infringement, you may notify our designated copyright agent by mail to:   ONTRACK PLANNER  .com Email: Legal@ONTRACK PLANNER.com   Please provide the following information in such notice: (1) the identity of the infringed work, and of the allegedly infringing work; (2) your name, address, daytime phone number, and email address, if available; (3) a statement that you have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law; (4) a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner; and (5) your electronic or physical signature.  

33          GENERAL Words and phrases used in this Agreement have the definition given in this Agreement or, if not defined herein, have their plain English meaning as commonly interpreted in the United States. As used in this Agreement, the term “including” means “including, but not limited to.” Section headings are for reference purposes only. ONTRACK PLANNER’s failure at any time to require performance of any provision of this Agreement or to exercise any right provided for herein will not be deemed a waiver of such provision or such right. All waivers must be in writing and signed in ink by the party to be bound. Unless the written waiver contains an express statement to the contrary, no waiver of any breach of any provision of this Agreement or of any right provided for herein will be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability will not affect the validity or enforceability of the remaining provisions, and the court will substitute for such provision a valid and enforceable provision that most closely approximates the intent and economic effect of such provision. The remaining provisions of this Agreement will remain in full force and effect. The parties hereto are independent parties, not agents, employees or employers of the other, or joint ventures, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. You may not assign this Agreement or any of your rights or obligations under this Agreement, whether through operation of law or otherwise, without the prior written approval of ONTRACK PLANNER. Any assignment in violation of the foregoing will be null and void. ONTRACK PLANNER may freely assign this Agreement. No term of this Agreement will be construed to confer any third-party beneficiary rights on any non-party. Each and every right and remedy hereunder is cumulative with each and every other right and remedy herein or in any other agreement between the parties or under applicable Law. This Agreement may be amended only as set forth herein.  

34          NOTICES Unless otherwise specified in this Agreement, any notices required or allowed under this Agreement will be provided to ONTRACK PLANNER by postal mail to the address for ONTRACK PLANNER listed on the Site. ONTRACK PLANNER may provide you with any notices required or allowed under this Agreement by sending you an email to any email address you provide to ONTRACK PLANNER in connection with your Account, provided that in the case of any notice applicable both to you and other Users of the Site, ONTRACK PLANNER may instead provide such notice by posting the notice on the Site. Notices provided to ONTRACK PLANNER will be deemed given when actually received by ONTRACK PLANNER. Notice provided to you will be deemed given 24 hours after posting to the Site.  

35          CONTACT US If you have any questions or concerns regarding this Agreement, please contact us using the information provided below:   Email: legal@ONTRACKPLANNER.com   If you need to provide notice of any claims of non-compliance with this Agreement, or complaints of any other kind, please contact us using the information provided below:   Email: Legal@ONTRACKPLANNER.com