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Terms & Conditions

Master Agreement & Terms of Services

These Terms of Service describe the Services we will provide to you, how we will work together, and other aspects of our business relationship.

We request you to read the terms below carefully before confirming your acceptance thereof. Upon your acceptance, these Terms of Service form a legally binding agreement between you and TrackOlap. Our Services are available to you only upon your acceptance of these Terms of Service.

In case any of the terms are not acceptable to you, please do not proceed to use any of our Services.

BY ACCESSING OR USING OUR SERVICES IN ANY WAY, YOU AGREE TO BE BOUND BY ALL THE APPLICABLE TERMS OF SERVICE.

We periodically update these terms and we will let you know when we do through notification within the TrackOlap Application used to access your Subscription Services (if you have one), and by posting a revised copy on our website. You agree to review these Terms of Service on a regular basis and always remain in compliance.

  1. DEFINITIONS

    • “TrackOlap”, “we”, “us” or “our” shall mean Kaptune Media India Private Limited, a company incorporated under the Companies Act, 1956, with its registered office at D-5, Logix Infotech Park, Sector 59, Noida - 201301, Uttar Pradesh, India.

    • “You”, “your” or “Customer” shall mean an individual or legal entity who is signing up for any kind of Services from us, irrespective of the nature or duration of the Services, including those availing of Free Services. Customer’s details, including name of the contracting entity and the authorized representative, are as provided in the accompanying Order Form.

    • “Activation Date” shall mean the earlier of (a) the date of receipt of payment by TrackOlap against the relevant invoice for the Subscription Services, or (b) the date on which the Subscription Services are made available to the Customer for use.

    • “Billing Cycle” shall mean a duration cycle for which billing is done in one go, as indicated in the Sales Order.

    • “Consulting Services” shall mean the professional services provided by us, which may include training services, installation, integration or consulting services. The details of the Consulting Services shall be set out in the Sales Order Form signed up from time to time under these Terms of Service.

    • “Customer Data” shall mean all data and information that the Customer or its Users submit to, upload to, generate within, or collect through the Subscription Services in connection with the Customer’s use of the Services, including without limitation: (a) information relating to the Customer’s clients, customers, leads, prospects, and other third parties; (b) information relating to the Customer’s employees, workforce, contractors, agents, and other personnel (including productivity, attendance, system-activity, location-related, communications, and other monitoring or operational data); (c) account and configuration data; and (d) any other content uploaded or generated by the Customer or its Users. Aggregate or anonymised data derived by us from Customer Data, and additional information that may be collated by us and provided for the Customer’s use, are not included within the scope of Customer Data.

    • “Disclosing Party” shall have meaning set out in Clause 6.1.1

    • “Effective Date” shall mean the date of your acceptance of these Terms of Service

    • “Force Majeure” shall mean an act of war, hostility, sabotage, act of God, electrical, internet

    • Telecommunication outage, cyber-attacks, government or regulatory restrictions (including the denial or cancellation of any export or other license), or any other event outside the reasonable control of the obligated Party.

    • “Free Services” shall mean any products or features, including Subscription Services made available by us to you on an unpaid trial or free basis.

    • “TrackOlap Application”, “Software”, or “Platform” shall mean the suite of applications available at https://trackolap.com or any of its sub-domains or any other URL/location made available by us.

    • “Sales Order” or “Order Form” shall mean the form submitted based on your requirements, with your details and the Services opted by you, with relevant Service terms, pricing and payment terms being set out accordingly. Separate Order Forms may be submitted for different Subscription Services and Order Forms may be updated or modified from time to time with mutual consent

    • “Party” shall mean either TrackOlap or Customer and “Parties” shall mean TrackOlap and Customer collectively.

    • “Planned Downtime” shall mean the period during which the Services may be shut down for planned maintenance of the Platform. To the extent possible and reasonable, such downtime will be scheduled during non-business hours for majority of our customers such as weekends and public holidays and at least 24 (twenty-four) hour’s prior notice will be provided.

    • “Privacy Policy” shall mean our privacy policy set out at https://trackolap.com/privacy-policy

    • “Receiving Party” shall have the meaning set out in Clause 6.1.1.

    • “Service Usage Limitations” shall have the meaning set out at Clause 3.3.

    • “Sensitive Information” shall mean passwords, financial information such as bank account or credit card or debit card or other payment instrument details, Social Security numbers, passport numbers, driver’s license numbers, Aadhar numbers or similar identifiers, information pertaining to racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, physical, physiological or mental health condition or information, medical records and history, sexual orientation, genetic data, biometric information, or other employment, financial or health information, including any information subject to regulations, laws or industry standards designed to protect data privacy and security, such as the Health Insurance Portability and Accountability Act and the Payment Card Industry Data Security Standards.

    • “Service Fees” shall mean the amounts you are required to pay for using any of the Services.

    • “Services” shall mean any service provided by us to you, including but not limited to Subscription Services, Consulting Services and Free Services.

    • “Start Date” shall mean the date of commencement of the Subscription Services.

    • “Subscription Fees” shall mean the fees payable by you for the Subscription Services.

    • “Subscription Services” shall mean all of TrackOlap’s web and mobile based marketing and sales applications, tools and platforms that you have subscribed to and are developed, operated and maintained by us, accessible via https://trackolap.com or another designated URL, and any ancillary products and services that we provide to you. The details of the Subscription Services shall be as set out in the Order Form.

    • “Subscription Term” shall mean the initial term for the subscription to the applicable Subscription Services, as specified in the relevant Order Form, and each subsequent renewal term (if any). For Free Services, the Subscription Term will be the period during which you have an account to access the Free Services

    • “Terms of Service” shall mean this Terms of Service entered into between TrackOlap and you in respect of the Services, along with any modifications that may be notified from time to time.

    • “Users” mean individual people or accounts that are designated and authorized by you to access Subscription Services

  2. SCOPE OF SERVICES

    • Subscription Services

      • During the Subscription Term, we will provide you access to use the Subscription Services in accordance with these Terms of Service and the relevant Order Form. You may, at any time, subscribe to additional features of the Subscription Services (existing features or new features that may be made available by us from time to time) by executing an additional Order Form. We may update the Platform from time to time, without adversely affecting the Subscription Services. We, however, are under no binding obligation to release new features or updates to the Platform. We make no representations as to future features and functionalities, irrespective of any public announcements or comments in this regard

      • Subscription Services will be made available 24 hours a day, 7 days a week, except for Planned Downtime or Force Majeure.

    • Consulting Services

      • Consulting Services will be provided by us in accordance with the relevant Order Form. Unless otherwise agreed, Consulting Services will be performed remotely and rendered in English.

    • Third Party Service Providers or Third-Party Software

      • We may use third-party service providers, including application service providers and hosting service providers, for rendering any of the Services hereunder without seeking further consent from you, but we will continue to be responsible for such Services. We, will however, not be responsible for any third-party service providers engaged by you or any third-party software that may be procured by you, whether with or without our consent and notwithstanding that the same may be integrated with the Services.

      • Service Level Commitment. TrackOlap targets a Monthly Uptime Percentage of 99.5% for the Covered Services (as defined below). “Monthly Uptime Percentage” means total minutes in the calendar month, minus Excluded Downtime minutes, divided by total minutes in the calendar month, expressed as a percentage.

      • Covered Services. The Service Level Commitment applies only to the production web platform components of the paid Subscription Services accessed at the URLs notified by TrackOlap. The Commitment does not apply to, and uptime shall not be measured against: (a) Free Services, trials, beta, preview, evaluation, sandbox, or experimental features (however described); (b) mobile applications, offline modes, and any feature whose functionality depends on the Customer’s device, network, OS version, or app-store availability; (c) third-party services, integrations, APIs, payment gateways, telecom, SMS/email delivery providers, map providers, or other third-party platforms accessed through or alongside the Services; (d) any individual feature, module, report, or API endpoint that is degraded while the core platform remains available; (e) any add-on, custom development, or Consulting Service.

      • Measurement. The sole and authoritative source for measuring uptime, downtime, and any related metric under this Service Level Commitment shall be TrackOlap’s internal monitoring and logging systems. Customer-side monitoring tools, third-party status pages, screenshots, or anecdotal reports shall not be treated as evidence of downtime. TrackOlap’s records, absent manifest error, shall be conclusive.

      • Excluded Downtime. The calculation of Downtime excludes any time during which the Services are unavailable, degraded, or inaccessible due to any of the following:

        • Scheduled or emergency maintenance, including maintenance windows notified to the Customer (such notice may be by email, in-application notice, or status page);
        • Failures or unavailability of third-party services, including hosting providers, cloud infrastructure, content delivery networks, DNS providers, payment gateways, telecom carriers, SMS/email delivery providers, map providers, identity providers, and any third-party integrations procured by the Customer (whether or not arranged through TrackOlap);
        • Force Majeure events, including acts of God, cyber-attacks, denial-of-service attacks, internet backbone or routing failures, and governmental or regulatory action;
        • Customer-side issues, including the Customer’s own internet service provider, bandwidth, hardware, software, network connection, browser, device, OS, VPN, firewall, security software, or app-store throttling;
        • Customer acts, omissions, configurations, misuse, or violation of these Terms of Service, including incorrect credentials, misconfigured integrations, exceeded Service Usage Limitations, or use of the Services in any manner not contemplated by these Terms;
        • Suspension of access in accordance with these Terms of Service, including for non-payment or breach;
        • Unavailability of, or degraded performance of, features dependent on Customer-supplied data, integrations, or third-party APIs;
        • Beta, preview, sandbox, trial, free-tier, or other non-Covered Services per the “Covered Services” clause above;
        • Any other event or condition outside the direct control of TrackOlap.

      • Service Credits. If the Monthly Uptime Percentage for the Covered Services falls below 99.5% in any given calendar month, the Customer’s sole and exclusive remedy shall be a service credit, calculated against the Subscription Fees attributable to the affected Covered Services for that calendar month, as follows:

        Monthly Uptime Percentage Service Credit
        Less than 99.5% but at least 99.0% 10% of monthly Subscription Fees for the affected Covered Services
        Less than 99.0% but at least 95.0% 25% of monthly Subscription Fees for the affected Covered Services
        Less than 95.0% 50% of monthly Subscription Fees for the affected Covered Services

      • Maximum Credit. In no event shall the aggregate Service Credits issued to a Customer in any single calendar month exceed 50% of the Subscription Fees actually paid by that Customer for the affected Covered Services for that calendar month, regardless of the number of incidents or the cumulative duration of downtime.

      • No Cash Payout; No Stacking. Approved Service Credits will be applied solely as a non-transferable credit against the Customer’s next invoice for the same Subscription Services, shall expire if not used within 12 (twelve) months of issuance, and shall not be paid out as a cash refund, exchanged for any other benefit, or carried over after termination of the Subscription Services. Service Credits shall not be combined or stacked with: (a) any refund under the Refund Policy or any signed Order Form, (b) any termination-related refund (including the pro-rata refund under “Termination Right for Sustained Failure” below), or (c) any other remedy, credit, or compensation arising from the same incident, downtime, or root cause. Where multiple remedies could theoretically apply to the same incident, the Customer shall be entitled to only one such remedy, at TrackOlap’s election.

      • Claim Procedure. To claim a Service Credit, the Customer must submit a written request to support@trackolap.com within 30 (thirty) days of the end of the calendar month in which the alleged shortfall occurred, including the affected Covered Services, the dates and times of the alleged downtime, the Customer’s account ID, and any supporting evidence. Service Credits not claimed within this window shall be deemed waived. TrackOlap will validate any claim against its monitoring records (which shall be conclusive) and notify the Customer in writing of approval or rejection within 30 (thirty) days of receipt. The Customer must have paid all invoices then due to be eligible for a Service Credit.

      • Termination Right for Sustained Failure. If the Monthly Uptime Percentage for the Covered Services falls below 95% in 2 (two) consecutive calendar months due to causes that are not Excluded Downtime, the Customer may terminate the affected Subscription Services by written notice to TrackOlap given within 30 (thirty) days of the end of the second such month. On valid termination under this clause, TrackOlap shall refund any pre-paid Subscription Fees on a pro-rata basis for the unused portion of the Subscription Term following the effective date of termination, less any Service Credits already issued for the same period. Service Credits and the termination right under this clause, taken together and subject to the no-stacking provision above, are the Customer’s sole and exclusive remedies, and TrackOlap’s entire liability, for any failure to meet the Service Level Commitment.

      • Escalation Matrix: Customers may escalate unresolved support issues via the following channels. The response times listed below are non-binding target response times for first acknowledgement, calculated in business hours (10:00 to 19:00 IST, Monday to Friday, excluding public holidays observed by TrackOlap), and do not constitute a contractual service level. Target response times may be revised by TrackOlap from time to time; the then-current version published on this page applies.

        Level Role Channel Target First-Response Time
        Level 1 Customer Support support@trackolap.com 1 business day
        Level 2 Customer Success / Operations escalations@trackolap.com 2 business days
        Level 3 Executive Office ceo-office@trackolap.com 3 business days

    • Customer Support Scope

      • Customer support, included with all paid Subscription Services, covers: (a) resolution of platform errors, bugs, and technical issues; (b) guidance and walkthroughs on how to configure and use platform features; (c) account and access-related assistance; and (d) response to feature-usage queries and clarifications.

      • Customer support does not include: (a) initial configuration or setup of features that require Customer-specific operational inputs, including but not limited to organisational and branch setup, employee or user master data entry, business workflow design, custom report building, and integration credential setup; (b) data entry or data migration unless purchased separately as a Consulting Service; (c) ongoing operational management of the Platform on the Customer’s behalf; (d) on-site visits unless purchased separately as a Consulting Service. Customer-specific configuration is the responsibility of the Customer, with TrackOlap support available to provide guidance and resolve issues encountered during such configuration.

    • Customer Cooperation

      • The Customer acknowledges that effective delivery of the Services requires timely cooperation from the Customer, including but not limited to: providing accurate operational data (such as locations, user lists, business rules, configuration inputs), making appropriate personnel available for onboarding and training sessions, and responding to TrackOlap’s requests for information within reasonable timeframes. TrackOlap’s service obligations are conditional on such cooperation, and any failure or delay caused by the Customer’s non-cooperation shall not constitute a deficiency in TrackOlap’s services or grounds for any refund or compensation.

  3. USE OF SUBSCRIPTION SERVICES

    • Grant of Rights

      • We grant you a non-transferable, non-exclusive, worldwide right to permit Users authorized by you to access and use the Services in accordance with these Terms of Service, the relevant Order Form and all laws and regulations applicable to you.

    • Acceptable Use

      • You will comply with the Acceptable Use Policy. Specifically, you will not:

        • Use or launch any automated system, including, “robots”, “spiders”, or “offline readers”, that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser.

        • Use the Subscription Services in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other party’s use of the Subscription Services.

        • Attempt to gain unauthorized access to the Subscription Services.

        • Make the Services available to anyone other than authorized Users.

        • Sell, resell, rent or lease the Services unless explicitly permitted in the relevant sales Order Form.

        • Use the Services to store or transmit infringing or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights.

        • Use the Services to store or transmit malicious code.

        • Access the Subscription Services other than through the interface provided by us.

        • Create derivative works based on the Services or the Software unless we have been explicitly authorized by you.

        • Reverse engineer the Services or the Software or access the Services in order to: (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.

        • Use the Subscription Services for any purpose or in any manner that is unlawful under applicable laws or prohibited by under these Terms of Service.

        • If you use the location tracking services or system monitoring service, you acknowledge and agree that you are responsible for obtaining all necessary consents from individuals whose data is collected, stored, or processed through our platform. You confirm that you will use the service in compliance with all applicable laws and regulations, including but not limited to privacy and data protection laws such as the GDPR, CCPA, DPDP, or other relevant laws in your jurisdiction. We do not monitor or verify the legality of any tracking activities conducted by users, and any misuse of the service is strictly prohibited

        • Engage in abusive, threatening, harassing, or unprofessional conduct toward TrackOlap staff, representatives, or other users of the Services. You agree that all communications with TrackOlap (including calls, chats, and emails) must remain respectful and professional. TrackOlap reserves the right to suspend or terminate Services, at its sole discretion, in the event of repeated or severe violations.

    • Truthful Communications

      • Neither Party shall make, publish, or cause to be published any statement about the other Party that is false, defamatory, or made with reckless disregard for its truth. This clause does not restrict genuine feedback, honest reviews, or statements protected as fair comment under applicable law.

    • Communications Recording Notice & Consent

      • To ensure quality, training, compliance, and dispute resolution, TrackOlap may monitor and record customer communications, including calls, video meetings, chats, and support tickets.

      • By using our support channels, you consent to such recording and retention for up to 24 months, after which records are deleted or archived in line with our retention policy.

      • All recordings are treated as Confidential Information and, where applicable, as Personal Data, and will be processed in accordance with our Privacy Policy and any applicable Data Processing Addendum (DPA).

    • Data Collection & Usage

      • Our platform gathers and processes real-time and historical location data, as well as system data (if you have opted for these services), exclusively to provide tracking and monitoring functionalities. All collected data is encrypted and securely stored in accordance with industry standards. Users acknowledge that they bear full responsibility for ensuring the lawful use of this data and must not engage in unauthorized surveillance, tracking without consent, or any activities that violate privacy rights.

    • Service Overuse

      • We reserve the right to monitor and audit your usage of the Services to determine if the use is within relevant Service Usage Limitations. Any overuse of Services, if technically permitted, will be brought to your notice and may lead to pro-rata additional billing or suspension of the Services, or both.

    • Intimation of Unauthorized Use

      • You are responsible to ensure that the Services are used in accordance with these Terms of Service and will notify us immediately of any unauthorized use of your account or User’s identifications and passwords by sending an email to legal@trackolap.com.

  4. FEES AND PAYMENT TERMS

    Unless otherwise agreed in the relevant order form, you shall pay us the amounts set out below as fees for the Services:

    • Subscription Fees

      • Towards Subscription Services, you will pay the Subscription Fees set out in the relevant Order Form. The Subscription Fees will remain fixed during the Subscription Term unless:

        • There is an overuse of the Services, whereby you exceed the maximum contacts, email send limit, visits, User or other applicable limits, as set out in the relevant Service Usage Limitations.

        • You upgrade products or base packages.

        • You subscribe to additional or new features or new packages or products, including additional contacts.

        • In case of overuse of Subscription Services, we shall be entitled to charge an additional fee for such overuse on a pro-rata basis. You will also be provided an option to modify the relevant sales order form and enhance the permitted usage limits prospectively

        • Additional fees for new features or additional Subscription Services will be charged pro-rata for the remainder of the Subscription Term.

        • Subscription enables you to use the Subscription Services during the Subscription Term. In case usage of the Services is below the Service Usage Limitations or in case you discontinue use of the Services during the Subscription Term, we are not liable to refund any Subscription Fees

        • The Subscription Fees will remain unchanged during the Subscription Term of the Order Form and be subject to escalation only at the time of each renewal, at the rate set out in the relevant Order Form

    • Consulting Fees and Expenses

      • Any fee associated with Consulting Services will be captured in the relevant Order Form.

      • For Consulting Services performed on-site, you will reimburse us for all costs and expenses incurred in connection with rendering the Services

    • Payment Terms

      • All Subscription Fees are due and payable in advance throughout the Subscription Term, prior to the commencement of the relevant Billing Cycle, as set out in the relevant Order Form. All Consulting Fees shall be due and payable prior to the commencement of Services pursuant to the relevant Order Form.

      • In case Services are being procured for only a portion of a month during initiation of Services, the Subscription Fees will be charged pro-rata

      • All other payment terms shall be as set out in the relevant Order Form

      • Subject to the Refund Policy available at https://trackolap.com/payment-refund-policy (under which refund requests must be made within 7 (seven) calendar days from the Activation Date for quarterly subscriptions and within 15 (fifteen) calendar days from the Activation Date for annual subscriptions, subject to the deductions specified therein), Service Fees are non-refundable and payment obligations under an Order Form are non-cancellable unless expressly set out otherwise in the relevant Order Form.

    • Payment Information and Authorisations

      • You will provide accurate credit card, debit card or bank information as may be needed to process the payment of the Service Fees. You will also update us about any change in the payment information that may impact processing of payment in current or subsequent Billing Cycles. We are not responsible for any failures or delays in payment processing due to inaccurate information furnished by you.

      • If you are paying by credit card, you authorize us to:

        • charge your credit card or bank account for all Service Fees payable during the Subscription Term.

        • auto-charge for renewal of subscription unless you have made an explicit request to cancel the subscription at least 15 (fifteen) days prior to the renewal date. Any cancellation requests after auto-charge for subscription renewal will not lead to a refund.

        • use a third party to process payments, and you further consent to the disclosure of your payment information to such third party.

    • Invoicing

      • We will invoice you prior to the beginning of the initial Subscription Term and prior to the delivery of Consulting Services, if any. Thereafter, we will invoice you no more than thirty (30) days before each subsequent Billing Cycle or each renewal of the Subscription Term or at such other times when fees are payable. All amounts invoiced are due and payable within 7 (seven) days from the due date of the invoice, unless otherwise specified in the relevant Order Form.

      • In case of delayed payments, we will be entitled to apply interest at

        (i) 1.5% (one-point-five percent) per month.

        (ii) the maximum permissible under law, whichever is higher.

    • Taxes

      • All Service Fees are exclusive of applicable taxes, levies, cesses and other charges applicable thereon, which shall be borne by you.

      • You agree to provide us any tax registration numbers held by you that we may require for our records.

      • If you are required to deduct or withhold any tax, you will pay the amount deducted or withheld as required by law and pay us an additional amount so that we receive payment in full as if there were no deduction or withholding.

    • Service Overuse

      • We reserve the right to monitor and audit your usage of the Services to determine if the use is within relevant Service Usage Limitations. Any overuse of Services, if technically permitted, will be brought to your notice and may lead to pro-rata additional billing or suspension of the Services, or both.

    • Intimation of Unauthorized Use

      • You are responsible to ensure that the Services are used in accordance with these Terms of Service and will notify us immediately of any unauthorized use of your account or Users’ identifications and passwords by sending an email to legal@trackolap.com.

  5. OWNERSHIP AND PROPRIETARY RIGHTS

    • TrackOlap Rights

      • We own or have rights to all worldwide intellectual property rights in and to the Subscription Services, Consulting Services, TrackOlap Application/Platform and Software (including all derivatives or improvements thereof). All suggestions, enhancement requests, feedback, recommendations or other inputs provided by you or any other party relating to the Services or Software shall be owned by us, and you hereby do and shall make all assignments and take all reasonable acts necessary to accomplish the foregoing ownership. Any rights not expressly granted herein are reserved by us.

      • You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Subscription Services or the Consulting Services, in whole or in part, by any means, except as expressly authorized in writing by us

    • Your Rights

      • You hereby permit us to use your name, and logo in our marketing material including website, brochures etc. during and after active engagement.

    • Using your name and logo

      • You hereby permit us to use your name, and logo in our marketing material including website, brochures etc. during and after active engagement.

  6. CONFIDENTIALITY

    • Confidential Information

      • As used herein, “Confidential Information” means all confidential information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Customer Data; our Confidential Information shall include the Services; and Confidential Information of each Party shall include the terms and conditions of these Terms of Service and all Orders Forms as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such Party. However, Confidential Information (other than Customer Data) shall not include any information that

        (i) Is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party;

        (ii) Was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party;

        (iii) Is received from a third party without breach of any obligation owed to the Disclosing Party;

        (iv) Was independently developed by the Receiving Party.

    • Protection of Confidential Information

      The Receiving Party shall use the same degree of care to protect Confidential Information that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care). It shall not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms of Service and except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its service providers’ employees, consultants, contractors and agents who need such access for purposes consistent with these Terms of Service and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

  7. CUSTOMER DATA PROTECTION

    • No Sensitive Information by Default

      You represent that, except where the use of a specific category of Sensitive Information is expressly enabled and described in a signed Order Form or in a Data Protection Addendum executed between the Parties, you shall not use the Subscription Services to collect, manage, or process Sensitive Information (including biometric data, financial account details, government identifiers, health information, or any other category described in the definition of “Sensitive Information”). Where the processing of a specific category of Sensitive Information is expressly enabled in a signed Order Form or Data Protection Addendum, the Customer shall: (a) be solely responsible for establishing the lawful basis (including any heightened consent) required under applicable law for such processing; (b) implement any additional safeguards required by such Order Form or Data Protection Addendum; and (c) indemnify TrackOlap in respect of such processing on the terms set out in Section 11 of these Terms of Service. The Customer remains solely responsible for the nature and extent of all information collected from its clients, prospects, employees, and other Data Principals through the Services.

    • Application of EU-GDPR

      To the extent we process any Customer Data to which the provisions of the European Union’s General Data Protection Regulation applies, the terms of the Data Protection Addendum will apply. You agree that we may process the Customer Data in any location of TrackOlap, its affiliates, partners and service providers, in accordance with the terms of the Data Protection Addendum.

    • Restricted use of Customer Data

      We will not use, or allow anyone else to use, Customer Data to contact any individual or company except as directed or otherwise permitted by you. We will use Customer Data only in order to provide the Subscription Services and Consulting Services and only as permitted by applicable law, these Terms of Service and the Privacy Policy, as set out at https://trackolap.com/privacy-policy.

    • Aggregate and anonymised data

      We may monitor use of the Subscription Services by all our customers and use the data gathered in an aggregate and anonymous manner. You agree that we may use and publish such information, provided that such information does not incorporate any Customer Data and/or identify you.

    • Security Measures

      We will adopt and maintain appropriate organizational and technical safeguards for the protection of the security, confidentiality and integrity of Customer Data.

  8. TERM, RENEWAL, SUSPENSION AND TERMINATION

    • These Terms of Service shall be effective from the Effective Date and be binding between you and TrackOlap till the completion of all the obligations undertaken pursuant here-to, unless terminated earlier in accordance with the terms here-of.

    • The Subscription Term shall commence on the Start Date set out in the relevant Order Form and be valid for the period specified therein. The Subscription Term will renew automatically for a further subscription period or 1 (one) year, whichever is lesser, unless (i) you send a non-renewal notice in writing to sales@trackolap.com at least 15 (fifteen) days prior to the approaching renewal; or (ii) an explicit renewal Order Form captures a different Billing Cycle. If you add new products or functionalities during the Subscription Term, they will renew along with the Subscription Term, unless otherwise indicated in the relevant Order Form

    • The term of Consulting Services will be as set out in the relevant Order Form. If you procure Consulting Services that recur, they will be considered part of the subscription and will renew along with the Subscription Term.

    • Free Services, if made available, will generally be provided for the agreed trial period or the Start Date of the Subscription Services, whichever is earlier. We may, however, suspend or terminate the Free Services for any reason at any time without notice.

    • Accounts pertaining to subscriptions that are not renewed in accordance with these Terms of Service shall be deactivated and permanently deleted after a period of 30 (thirty) days from the date due for renewal.

    • No Termination without Cause

    • Neither Party will terminate these Terms of Service, a Subscription Term or an Order Form for Consulting Services without cause or for convenience prior to the expiry of the relevant term. In case you choose to stop using any of the Services before the expiry of the relevant term, you may do so, without TrackOlap being liable to refund any Service Fees already paid. Notwithstanding the applicable Billing Cycle, you will be liable to pay all Service Fees payable for the remainder of the Subscription Term.

    • Suspension of Services

      • We may suspend access to your account after giving 15 (fifteen) days prior written notice to you, in case any amounts remain due and payable upon completion of the payment period set out in these Terms of Service or the relevant Order Form.

      • We may also suspend access to your account with immediate effect if (i) there is unauthorized access to your account; (ii) there is a violation of Acceptable Use Policy; (iii) your use of the Services is in violation of applicable laws or regulations; or (iv) your use of the Services poses a risk to the Platform or other users of the Services.

      • If the reason for the suspension continues for a period of 15 (fifteen) days, we may proceed to terminate these Terms of Service or the relevant Order Form, without prejudice to other remedies that may be available under these Terms of Service or applicable laws.

      • We may suspend or terminate your access to the Services without prior notice if we determine, at our sole discretion, that you have engaged in unauthorized or unlawful use of any Service (including location tracking services, system monitoring and similar features). This includes but is not limited to tracking individuals without their knowledge or consent, violating privacy regulations, or using the Services for harassment or malicious purposes.

    • Termination for Cause

      • Either Party may terminate these Terms of Service or an Order Form for cause: (i) upon 30 (thirty) days’ prior written notice to the other Party on grounds of a material breach, if such breach remains uncured at the expiration of such period; or (ii) immediately, if the other party becomes the subject of insolvency, bankruptcy, liquidation or other such proceedings and the same are not stayed by a competent court within a period of 6 (six) months therefrom.

    • Consequences of expiry/termination

      • Upon expiry or termination of any of the Services, all payments that are due and payable therefor shall immediately become due and payable, irrespective of the Billing Cycle. We shall not be liable to provide any refunds to you, except, where you have terminated on grounds of our material breach, we shall refund pro-rata any Subscription Fees for the unexpired portion of the Subscription Term.

      • For a period of 30 (thirty) days following expiry or termination, we will retain the data stored by you on the Platform. Within this period, you can request us to keep the account active for an additional fee or provide a copy of the contacts stored in your account. Upon completion of the afore-mentioned period of 30 (thirty) days, we will permanently delete all data in your account, without retaining any copy thereof. You agree that we are not liable for any such deletion of data.

      • In respect of Free Services, we do not undertake to provide any access to or copy of the data stored in your account post expiry or termination of the access; all such data will be deleted from the Platform.

      • All terms hereof, which by their nature survive termination (including but not limited to terms pertaining to intellectual property rights, data privacy, confidentiality, indemnity and dispute resolution) shall survive the expiry or termination of these Terms of Service.

  9. INDEMNITY

    • We shall defend, indemnify and hold you harmless against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with claims, demands, suits, or proceedings made or brought against you by a third party alleging that the use of the Services as contemplated hereunder infringes the intellectual property rights of such third party; provided that you

      (i) Promptly give us written notice of the claim

      (ii) Give us sole control of the defense and settlement of the claim (we shall however not settle any claim unless it unconditionally releases you of all liability)

      (iii) Provide us, at our cost, all reasonable assistance.

    • You shall defend, indemnify and hold us harmless against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with claims, demands, suits, or proceedings made or brought against us by a third party alleging that Customer Data or your use of the Services infringes the privacy rights or intellectual property rights of, or has otherwise harmed, a third party or violates any law or regulation; provided, that we (i) promptly give you written notice of the claim; (ii) give you sole control of the defense and settlement of the claim (you shall however not settle any claim unless it unconditionally releases us from all liability); and (iii) provide you, at your cost, all reasonable assistance.

  10. DISCLAIMERS & LIMITATIONS OF LIABILITY

  • Disclaimer of Warranties

    • WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SUBSCRIPTION SERVICES, DATA MADE AVAILABLE FROM THE SUBSCRIPTION SERVICES, OR THE CONSULTING SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SUBSCRIPTION SERVICES AND CONSULTING SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND AND WE DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SUBSCRIPTION SERVICES AND THE CONSULTING SERVICES, INCLUDING WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

  • Limitation of Liability

    • IN NO EVENT SHALL EITHER PARTY, ITS DIRECTORS, OFFICERS OR ANY OF ITS AFFILIATES, BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, LOSS OF BUSINESS OR OTHER LOSS (INCLUDING SUBSTITUTION OF SERVICES) ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR ANY THIRD PARTY SERVICES DELIVERED IN CONNECTION HEREWITH EVEN IF PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH LIABILITY ARISES OUT OF CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER THEORY OF LEGAL LIABILITY; AND IN NO EVENT SHALL EITHER PARTY’S CUMULATIVE LIABILITY HEREUNDER (OTHER THAN CLAIMS FOR INDEMNITY AND FOR PAYMENT OF FEES DUE) EXCEED THE AMOUNT PAID OR PAYABLE BY YOU TO TRACKOLAP IN THE 6 (SIX) MONTH PERIOD IMMEDIATELY PRECEDING ANY SUCH CLAIM OR USD 2000 (US DOLLARS TWO THOUSAND ONLY), WHICHEVER IS LESSER.

  • Limitation Period for Claims

    • Any claim arising out of or relating to these Terms of Service or the Services must be brought by the Customer within 12 (twelve) months from the date the cause of action arose, failing which the claim shall be deemed waived, to the maximum extent permitted by applicable law.

  1. CUSTOMER COMPLIANCE OBLIGATIONS

    The following terms supplement, rather than replace, the general obligations set out in these Terms of Service.

    • Data Protection Roles

      • For the purposes of the Digital Personal Data Protection Act, 2023 (“DPDP Act”), and any analogous data-protection law that applies to the Customer (including the EU General Data Protection Regulation (“GDPR”) and the California Consumer Privacy Act (“CCPA”)): (a) the Customer is the “Data Fiduciary” / “controller” / “business” in respect of any personal data that the Customer or its Users upload to, collect through, or process using the Services (including personal data relating to the Customer’s employees, workforce, contractors, customers, leads, and other Data Principals); and (b) TrackOlap is the “Data Processor” / “processor” / “service provider” acting on the Customer’s documented instructions, save where TrackOlap is required to act otherwise by applicable law or regulatory authority.

      • TrackOlap shall process personal data uploaded by the Customer only (i) to provide, maintain, support, and improve the Services in accordance with these Terms of Service and any applicable Order Form; (ii) as documented in instructions given by the Customer through its use of the Services or in writing; or (iii) as required by applicable law or competent regulatory authority. The Customer’s use of the Services constitutes the Customer’s instruction to TrackOlap to process such personal data for these purposes.

    • Customer Responsibilities under the DPDP Act and Other Privacy Laws

      • The Customer is solely and exclusively responsible, as Data Fiduciary / controller, for: (a) determining the lawful basis (including, where required, valid, specific, informed, free, unconditional, unambiguous, and capable-of-being-withdrawn consent under the DPDP Act) on which personal data is uploaded to or processed through the Services; (b) issuing all notices required under the DPDP Act and other applicable privacy laws to Data Principals (including notices regarding the purposes of processing, categories of personal data, the manner of exercising rights, and the grievance redressal mechanism); (c) establishing and operating a grievance redressal mechanism for Data Principals and acting as the point of contact for all Data Principal rights requests (including correction, erasure, nomination, and grievance rights under the DPDP Act); (d) honouring all Data Principal rights requests within the timelines prescribed by applicable law; (e) determining retention periods and erasure schedules; and (f) discharging all other obligations of a Data Fiduciary, controller, business, or analogous role under applicable privacy law.

      • Where the Customer uses any feature of the Services to collect, process, or monitor data relating to its employees, workforce, or contractors (including productivity, attendance, or system-activity data), the Customer warrants that (a) such collection or monitoring is permitted under applicable labour, employment, and privacy laws in the relevant jurisdiction; (b) the Customer has provided legally adequate notice to, and where required obtained valid consent from, the affected individuals; and (c) the Customer maintains internal policies governing the collection, use, retention, and disclosure of such data.

    • Third-Party Data

      • Where the Customer collects, imports, or processes personal data about third parties (including leads, prospects, contacts, or customers) using the Services, the Customer represents and warrants that it has obtained all rights, permissions, consents, and lawful bases required under applicable law to lawfully collect and process such data through the Services.

    • Other Regulated Use

      • Where any use of the Services by the Customer has regulatory or compliance implications under applicable law (including but not limited to communications recording, biometric data capture, financial transaction handling, or healthcare-related processing), the Customer is solely responsible for ensuring its use complies with all applicable laws and regulations.

    • Customer Indemnity for Privacy Violations

      • The Customer shall defend, indemnify, and hold TrackOlap, its affiliates, directors, officers, employees, and authorised representatives harmless from and against any and all claims, actions, proceedings, regulatory inquiries, fines, penalties, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) the Customer’s failure to discharge its obligations as Data Fiduciary, controller, business, or analogous role under applicable privacy law; (b) any instruction issued by the Customer (through configuration of the Services or otherwise) that is unlawful, including instructions to monitor, track, record, or process personal data without a lawful basis or without the consents or notices required under applicable law; (c) any Data Principal complaint, regulator complaint, or third-party claim that personal data uploaded or processed by the Customer through the Services was collected, retained, or used in violation of applicable law; and (d) the Customer’s failure to honour Data Principal rights requests or to operate a grievance redressal mechanism.

    • No Monitoring of Customer Compliance

      • TrackOlap does not monitor, verify, or assume responsibility for the Customer’s compliance with the obligations set out in this Section 11. Any violation by the Customer shall constitute a material breach of these Terms of Service and shall entitle TrackOlap to suspend or terminate the Services in accordance with Section 8, in addition to TrackOlap’s other rights and remedies under these Terms of Service and applicable law.

  2. GENERAL PROVISIONS

    • Force Majeure. Neither Party shall be responsible for failure or delay in performance if caused by Force Majeure, except in respect of payment obligations hereunder. Each Party will use reasonable efforts to mitigate the effect of a Force Majeure event.

    • Compelled Disclosure. We reserve the right at all times to disclose any information, including Customer Data and Confidential Information, when compelled to do so by any applicable law, regulation, legal process or governmental request; however, we shall, if permissible, provide you notice of the same.

    • Severability. If any provision of these Terms of Service is held by a court of competent jurisdiction to be contrary to law, or for any reason invalid, void or unenforceable, the remainder of the provisions shall, to the extent practicable, remain in full force and effect and the Parties will negotiate in good faith to amend such invalid, void or unenforceable provision to give effect to the intended purpose of such provision in accordance with applicable laws.

    • Relationship Between the Parties. No joint venture, partnership, employment, or agency relationship is created between you and TrackOlap as a result of these Terms of Service or use of the Services.

    • Assignment. You may assign your rights hereunder in the event of a merger or acquisition of all or substantially all of your assets; in all other cases, our prior written approval shall be required for assignment and the same shall not be unreasonably withheld. We may assign these Terms of Service to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law; in all other cases, your prior written approval shall be required for assignment and the same shall not be unreasonably withheld.

    • No Waiver. The failure of either Party to enforce any right or provision in these Terms of Service shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such Party in writing.

    • Notice. Any notice or other communication required or permitted under these Terms of Service shall be given in writing to the other Party at the address set out below via hand delivery or by registered post acknowledgement due. Notices shall be effective upon receipt. However, notices pertaining to the use of the Services, including overuse and payments, may be sent by email only to the address set out below.

      Name: Kaptune Media India Private Limited

      Address: D-5, Logix Infotech Park, Sector 59, Noida - 201301, Uttar Pradesh, India. Email: legal@trackolap.com

      Attn: Legal Department - TrackOlap.

  3. GOVERNING LAW & JURISDICTION

    • Governing Law

      • These Terms of Service shall be governed by and construed in accordance with the laws of India.

    • Pre-Litigation Notice

      • Before initiating any arbitration or legal proceeding, the aggrieved Party shall serve a written grievance notice to the other Party at the address set out in the Notice clause, specifying: (a) the precise nature of the grievance, (b) the contractual clause(s) alleged to be breached, (c) the relief sought, and (d) supporting documentation. The Party receiving such notice shall have 30 (thirty) days from receipt to respond and propose resolution. No arbitration or legal proceeding shall be initiated before the expiry of this 30 (thirty) day period.

    • Tiered Dispute Resolution

      • For disputes where the amount in question is below INR 5,00,000 (Rupees Five Lakh only), the Parties shall first attempt resolution through mediation by a sole mediator appointed by mutual consent, with proceedings conducted in Noida. Only if mediation fails after 60 (sixty) days from initiation, or if the parties cannot agree on a mediator within 30 (thirty) days, shall the dispute proceed to arbitration. For disputes above this threshold, the Parties may proceed directly to arbitration after compliance with the Pre-Litigation Notice clause.

    • Arbitration

      • Subject to the Pre-Litigation Notice and Tiered Dispute Resolution clauses above, all disputes shall be submitted to arbitration under the provisions of the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted by a sole arbitrator mutually appointed by the Parties within 30 (thirty) days from the date arbitration is invoked in writing by either Party. If the Parties fail to agree on the sole arbitrator within such 30 (thirty) day period, the arbitrator shall be appointed in accordance with the provisions of the Arbitration and Conciliation Act, 1996, by the competent court or arbitral institution having jurisdiction. The place and seat of arbitration shall be Noida, the language of arbitration shall be English, and the arbitral award shall be final and binding on the Parties.

    • Jurisdiction

      • Subject to the foregoing, the courts at Noida, India shall have exclusive jurisdiction over any matter arising out of or in connection with these Terms of Service.

    • Settlement Confidentiality

      • Any settlement reached between the Parties in resolution of a dispute, including the existence, terms, and amount of such settlement, shall be confidential and shall not be disclosed by either Party to any third party except (a) as required by applicable law or regulatory authority, (b) to legal, financial, or tax advisors bound by confidentiality obligations, or (c) with the other Party’s prior written consent. In the event of a breach or threatened breach of this clause, the non-breaching Party shall be entitled to seek (i) injunctive or other equitable relief, without the requirement of posting bond or demonstrating that monetary damages would be inadequate, (ii) recovery of actual damages suffered as a direct result of the breach, and (iii) recovery of reasonable costs of enforcement, including reasonable attorneys’ fees. The foregoing remedies are cumulative and in addition to any other rights or remedies available at law or in equity.

  4. ENTIRE AGREEMENT

    • Entire Agreement

      • These Terms of Service, including any Order Forms, the Privacy Policy, the Refund Policy, the Cancellation Policy, and any additional Order Forms, modifications or addenda that may be agreed to from time to time, constitute the entire agreement between the Parties and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning their subject matter. Any additional or different terms set out in a purchase order or any future correspondence shall not be binding on us. Any modification to these Terms of Service shall be notified to you within the TrackOlap Application used to access your Subscription Services and by posting a revised copy on our website. Any modification to an Order Form shall be as mutually agreed to by the Parties.

    • Order of Precedence

      • In the event of any conflict between or among the documents that form part of the agreement between the Parties, the following order of precedence shall apply, with earlier-listed documents prevailing over later-listed: (1) any signed Order Form, (2) the Refund Policy, (3) the Cancellation Policy, (4) these Terms of Service, (5) the Privacy Policy, (6) any other ancillary policies referenced herein.

  5. CUSTOMER ACKNOWLEDGEMENTS

    • By accepting these Terms of Service, the Customer acknowledges and agrees that:

      • (a) The Services are a software platform, not a managed service, and Customer-specific configuration is the Customer’s responsibility;

      • (b) TrackOlap provides training and guidance during onboarding but does not perform the Customer’s operational work on its behalf;

      • (c) Refund eligibility is governed exclusively by the published Refund Policy available at https://trackolap.com/payment-refund-policy as in effect on the Activation Date;

      • (d) The Customer has had the opportunity to review the Terms of Service, the Refund Policy, the Cancellation Policy, and the Privacy Policy before subscribing and has done so to its satisfaction.

  6. CONTACT INFORMATION

    • You can contact us at legal@trackolap.com.

    • For support queries, refer to the Escalation Matrix in Section 2.

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