Terms of use

1. Acceptance of Terms1.1. Acceptance of the Terms.

Please read these Terms of Service, the Privacy Policy available at https://redtrack.io/privacy-policy/, and all other documents referred to herein (collectively, the "Terms") carefully before you start using the Service. When you start using the Services or click to agree to the Terms of Service when this option is made available to you, you conclude an agreement on use of the Services with RedTrack (the "Agreement") which includes the Terms. If you do not agree to the Terms, you must not access or use the Service. The Services are designated only for entrepreneurs and legal entities. RedTrack is not obliged to provide the Services to consumers. Therefore, the consumer protection laws do not apply.

1.2. Access.

The users of the Services fall into one or more of the following categories:

a) "Free Users" who use the free version of the Services. Free Users have access to a limited set of Services features and functionality compared to Authorized Users. Free Users may obtain access to extended features and functionality by purchasing the respective paid Services.

b) "Users" as defined below.

c) "Authorized Users" use the Services as part of any paid Subscription plan purchased by the User and permitting such User to create and configure Services to enable the use of the Services by Authorized Users.

1.3. Application of the Terms.

The Terms apply to the Authorized Users to the following extent: Section 1 (Acceptance of Terms), Section 4 (Use Restrictions), and Section 6 (User Content and Notification). The Authorized Users obtain permission to use the Services from the User in accordance with the Agreement. By submitting content or information to the Services, the Authorized Users acknowledge and agree that the User may access, use and disclose such data to RedTrack. The Authorized Users also acknowledge that RedTrack makes no warranties of any kind to them regarding the Services. The Terms apply to the User to the full extent.

2. Definitions

2.1. "RedTrack" refers to RedTrack Technologies LTD, registration number HE 397054, with its address 25 Martiou, 27, D. MICHAEL TOWER, Office 105A, Egkomi 2408 Nicosia, Cyprus, incorporated under the laws of the Republic of Cyprus, who is granted right by RedTrack Inc (the Owner) to provide the Users access to the Software via the Site and collect fees from Users.

2.2. Owner: the sole owner of intellectual property rights and other rights to the Software and the Site – RedTrack Inc., a Delaware corporation, file number 6519591, with its registered office at 16192 Coastal Highway, Lewes, County of Sussex, DE 19958, USA

2.3. "User" refers to you as a user of the Services who concluded the Agreement with RedTrack. If you are using the Services on behalf of a legal entity, then you, as an individual, represent that you have authority to bind that entity to the Agreement and "User" refers to that entity.

2.4. "Affiliate" of a person is any person that controls, is controlled by, or is under common control with, such person. The term "control" ("controlled by") means the power to direct or cause direction of management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.

2.5. "Chargeback" means contacting bank or credit / debit card RedTrack and rejecting, cancelling, or contesting the charge of any amount payable in connection with use of the Services.

2.6. "Documentation" refers to all texts and materials available on the Website which describe the features of the Services, requirements for their use, integration, configuration, support, or maintenance.

2.7. "Resultant Data" are data related to use of the Services by the User (including Authorized User), including statistical and performance information related to operation of the Services.

2.8. "Services" refer to the services of performance marketing software solution used for data retrieval, analyses, sorting, warehousing, processing and presentation, including any content and services offered through https://redtrack.io (the "Website").

2.9. "Subscription" is the access to Services acquired by User on a per Authorized User basis.

2.10. "Subscription start date" is a day when the Subscription fee is paid by the User.

2.11. "Third-Party Materials" are materials, documents, data, products, services, or software that were not created by RedTrack, including open-source software.

2.12. "User Data" are data, instructions, materials, and other content that is provided by the User, or that RedTrack receives by or through the Services. User Data does not include Resultant Data.

3. Services3.1. Use.

Subject and conditioned on Users’ compliance with the Agreement, RedTrack grants the User a non-exclusive, non-transferable right to use the Services during the term of the Agreement, solely for use in accordance with the Agreement.

3.2. The Website

The Services are not designed for users who are consumers (defined as individuals acting mainly for purposes unrelated to trade, business, or profession). Accordingly, consumer protection laws do not apply.

3.3. Reservation of Rights.

Nothing in the Agreement grants any license or other right to any intellectual property rights in or relating to the Services, or Third-Party Materials. All rights to the Services and the Third-Party Materials are and will remain with RedTrack and the respective rights holders. User does not acquire any rights except as expressly set forth in Section 3.1. or in the applicable third-party license terms. By entering into the Agreement or, as the case may be, by creation of such data, the User assigns to RedTrack all rights relating to the Resultant Data. RedTrack reserves the right to make changes to the Services that RedTrack deems necessary or useful to comply with applicable law, enhance the quality of Services, cost efficiency or performance.

3.4. Suspension or Termination.

RedTrack may suspend, terminate, or otherwise deny User’s, or any other person’s access to or use of the Services, without incurring any resulting obligation or liability, if:

a) RedTrack receives a judicial or governmental request or order that requires RedTrack to do so, or if RedTrack becomes aware that a governmental authority or other authority with legal authority has enacted a new, or modified an existing, law, rule, regulation, interpretation or decision that would make its performance of any part of the Agreement unlawful or otherwise illegal, or

b) RedTrack believes that any User has failed to comply with the Agreement or used the Services beyond the scope of rights granted or for a purpose not authorized under the Agreement; or that the User has been, or is likely to be involved in fraudulent or unlawful activities,

c) User does not pay the fees when due, or RedTrack receives a chargeback.

4. Use Restrictions4.1. Use Restriction.

User may not, and may not permit any other person to, access or use the Services except as expressly permitted by the Agreement and, in case of Third-Party Materials, the applicable third-party license terms. User shall not in particular, but not exclusively:

a) make the Services available to anyone other than Authorized Users or use the Services for the benefit of anyone other than the User or its Affiliates,

b) rent, sublicense, re-sell, assign, distribute, time share, or similarly exploit the Services (including allowing its employees or employees of its Affiliates to access the Services as guests instead of acquiring User Subscriptions for such employees),

c) reverse engineer, copy, modify, adapt, or hack the Services,

d) access the Services, the Documentation, or "RedTrack Confidential Information" to build a competitive product or service; or

e) allow User Subscriptions to be shared or used by more than one individual Authorized User (except User Subscriptions may be reassigned to new Authorized Users replacing individuals who no longer use the Services for any purpose), bypass or breach any security used by the Services or access or use the Services other than by an Authorized User through the use of its own then valid access credentials,

f) upload, transmit, or otherwise provide to or through the Services, any information or materials that are unsolicited advertisements or content (i.e., "spam"), unlawful or contain or activate any harmful code (software, hardware, or other technology, including malware, the purpose or effect of which is to permit unauthorized access to, disrupt or otherwise harm any computer, software, hardware, or network; or prevent any other user or Authorized User from accessing or using the Services),

g) damage, disable, interfere with, or otherwise harm the Services, or RedTrack’s provision of Services, or

h) access or use the Services in manner or for purpose that infringes any intellectual property right or other right of any third party or that violates any applicable law.

4.2. Sanctions.

Services are offered to users who are not a target of any sanctions regime, and do not reside in, nor will access the Services from a country from which such access is prohibited under any applicable sanctions regime or export control laws. By using the Services, the User represents that it meets all of the foregoing requirements. If the User does not meet these requirements, it must not access or use the Services. RedTrack reserves the right to limit the availability of the Services to any person, entity, geographic area, or jurisdiction at any time.

4.3. Free Version.

RedTrack may provide the User with a demo or free version of the Service. In such case, the Service shall be provided free of charge. Specification of free plans of the Service is available at https://redtrack.io/pricing/. RedTrack is not liable for any defects in the Services or any damage caused by the use of the Service if the User uses the free version.

5. User Obligations5.1. Corrective Action

If the User becomes aware of any actual or threatened activity prohibited by the Agreement, it must, and must cause its Authorized Users to, immediately take all reasonable measures within their respective control that are necessary to stop the activity and to mitigate its effects (including by discontinuing and preventing any unauthorized access to the Services and erasing data to which any of them have gained unauthorized access) and notify RedTrack of any such actual or threatened activity.

5.2. User Responsibility.

User is solely responsible for:

a) meeting the requirements for the software use. If the User does not meet the requirements, the Services may not function properly or at all,

b) legality of processing of User Data. In particular, the User is responsible for ensuring that the User is entitled to provide RedTrack with all User Data and that RedTrack’s use and processing of User Data in accordance with the Agreement does not infringe any third-party rights, in particular intellectual property rights or privacy rights or obligations under any law or regulation. User must inform the persons whose personal and other data the User transfer to RedTrack of such transfer, and the User must obtain consent to such transfer of personal data where necessary,

c) use, security, and protection of access credentials to the Service from unauthorized use; and

d) all access to and use of the Services through User’s systems or the access credentials, including all results obtained from such access or use and all conclusions, decisions and actions based thereon.

6. User Content and Notification6.1. User content.

RedTrack takes a passive and neutral approach to the content created and uploaded to the Service by the User or Authorized User. This means that RedTrack generally does not monitor the content or actively search for facts or circumstances that would indicate that it is illegal. RedTrack may on its own initiative conduct voluntary investigations or take other measures to detect, identify, remove, or disable access to illegal content. RedTrack may also take necessary measures to ensure compliance with legal requirements, these terms or orders from regulatory authorities. However, RedTrack is not responsible for the illegality, inaccuracy, or reliability of the user content. RedTrack does not use special tools or decision-making based on algorithms for content moderation.

6.2. Notification.

RedTrack accepts notices about the appearance of the content within the Service that the notifier (e.g. the User) considers to be illegal. Such notice may be sent to [email protected], [email protected] and [email protected] . RedTrack enables for the notice to contain at least following information:

a) sufficiently substantiated explanation of the reasons why the person submitting the notice alleges the content in question to be illegal,

b) a clear indication of the exact electronic location of the content, such as the exact URL, and, if necessary, additional information to identify illegal content depending on its type,

c) the name and email address of the person or an entity submitting the notice, except in the case of information considered to involve one of the offenses referred to in Articles 3 to 7 of Directive 2011/93/EU,

d) a statement confirming that a person or an entity submitting the notice believes in good faith that the information and allegations contained in the notice are accurate and complete.

6.3. Notice and Action Mechanisms.

If the notice contains the electronic contact information of the person submitting it, RedTrack will send an acknowledgement of receipt of the notice without undue delay. RedTrack will also inform such person without undue delay of its decision with respect to the information to which the notice relates and provide information on further legal remedies available to such person in relation to such decision. If RedTrack becomes aware of unlawful activity, illegal content or content that is inconsistent with these Terms, RedTrack may take action to remove or disable access to it. Alternatively, RedTrack may impose restrictions on the user by suspending, or terminating the use of the Service to such user, or suspending or terminating user's account. In such case, RedTrack will provide all affected users (If RedTrack has the respective electronic contact information) with a clear and specific justification for such restriction. However, if RedTrack assesses the content to be compliant with the law and these terms, RedTrack may also decide not to act against such content.

6.4. Measures and Protection against Misuse.

If the User frequently provides manifestly illegal content, RedTrack may suspend the provision of its Services to the User and access to the Service for a reasonable period of time and after issuing prior warning. In addition, if any person frequently submits manifestly unfounded notices, RedTrack may, upon issuance of prior warning, suspend the processing of such person's notices. When deciding such cases, RedTrack shall take into account the number of clearly illegal content items or manifestly unfounded notices submitted within a given time frame, their proportion in relation to the total number of information or the notices, the severity of the misuse, the nature of the illegal content, the consequences of such misuse and the intent of such person or the User, if it can be identified.

7. Fees and Payment7.1. Paid Services.

Paid Services. Paid Services including various add-ons are listed in the price list available at https://redtrack.io/pricing . If the User wishes to purchase paid Services, it shall fill in the order form available on the Website or contact RedTrack via an e-mail [email protected].

7.2. Fees.

User shall pay the fees in accordance with the currently effective price list immediately after the order has been submitted. RedTrack may change the price list, institute new fees, or increase the fees for next renewal term by providing written notice, including a message delivered as part of the Service to the User prior to the commencement of such term. The obligation to pay the fees is not tied to the actual use of the Services. In the event that the User does not use the Services, this shall not affect RedTrack’s right to payment of the fees in full. Unless expressly set forth herein, all fees are non-cancelable and non-refundable.

7.3. Subscription.

Paid Services may also be offered on a Subscription basis. Subscription fees are based on annual or monthly periods that begin on the Subscription start date (the day when the Subscription fee is paid) and each annual or monthly anniversary of the start date. Subscriptions are sold in tiers based on the number of Authorized Users and other factors according to the price list. User may add Authorized Users to their Subscription at any time by ordering such increase on the Website, however the number of Authorized Users acquired under a Subscription cannot be decreased during the applicable Subscription term. RedTrack reserves the right to calculate the total number of Authorized Users on a periodic basis, and, if such number exceeds User’s current Subscription plan size, RedTrack reserves the right to invoice User for the tier or addition Authorized User that corresponds to the number of Authorized Users on a pro rata basis for the remaining months in User’s then-current Subscription term.

7.4. Taxes.

All fees and other amounts payable by the User are exclusive of taxes and similar assessments. Unless explicitly stated otherwise, the fees do not include VAT which shall be paid by the User on top of the stated amounts. Without limiting the foregoing, the User is responsible for sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by the User hereunder. The User is responsible for correct provision to RedTrack their Billing address, billing details, and other information used for paying and correct charging of Taxes.

7.5. Online Payment.

User will complete online payments via 3rd party payment gateway. User hereby agrees to the terms and conditions of the respective provider of the payment gateway. Payment instructions will be displayed to the User immediately after submission of the order. RedTrack will issue and send the invoice to the User after the order confirmation. In case of Subscription term renewal and payment for excessive use, the fees may be charged automatically to the last payment method selected by the User.

7.6. Payment via Bank Transfer.

The User may request RedTrack to pay the fees via bank transfer based on invoice issued by RedTrack. The User shall make all payments to the account and using variable symbol indicated in the invoice. All invoices shall become due and payable 15 days after their issuance. RedTrack shall send the invoices electronically to the User’s e-mail address indicated during the ordering process.

7.7. Late Payment.

If the User fails to make any payment when due, then in addition to other remedies:

a) RedTrack may charge interest on the past due amount at the rate of 0.5% per each commenced day of delay or, if lower, the highest rate permitted under applicable law, and

b) User shall reimburse RedTrack for all costs incurred in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees.

7.8. Chargeback.

RedTrack reserves the right to immediately suspend access to the Services, without prior notice, in the event it receives notice of a Chargeback. Chargeback will be considered a breach of payment obligations under the Agreement. RedTrack reserves the right to dispute any Chargeback received and to take reasonable steps to restrict User’s future access to the Services if it believes that User has maliciously requested a Chargeback.

7.9. Fair Use Policy.

User may use the Services only to the extent that is reasonable in relation to the ordered amount of Authorized Users and other factors. If the User intends to use the Services in excess of agreed amount, it shall order an upgrade in the Subscription, or if such upgrade is not available, contact RedTrack and negotiate in good faith with the intention to increase the amount. Unless the parties agree otherwise within 30 days of the day when the User are found to have used the Services in excess, the User will pay RedTrack the fees for such excessive use calculated as the amount of such excess in percentage multiplied by the fees of currently effective most expensive Subscription plan.

8. Confidentiality8.1. Confidential Information.

In connection with the Agreement each party as a "Disclosing Party" may disclose or make available Confidential Information to the other party as a "Receiving Party". "Confidential Information" is any information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, or pricing.

8.2. Exclusions.

Confidential Information does not include information that:

a) was known to the Receiving Party without restriction on use or disclosure prior to such information being disclosed or made available to the Receiving Party in connection with this Agreement;

b) was or becomes generally known by the public other than by the Receiving Party’s or any of its representatives’ noncompliance with this Agreement;

c) was or is, demonstrated by the Receiving Party by written or other documentary records, independently developed by the Receiving Party without reference to or use of any Confidential Information.

8.3. Protection of Confidential Information.

As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall:

a) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement; and

b) except as may be permitted, not disclose or permit access to Confidential Information other than to its representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with the Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under Section 8; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth therein.

8.4. Compelled Disclosures.

If the Receiving Party or any of its representatives is compelled by applicable law to disclose any Confidential Information then, the Receiving Party may disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose. To the extent permitted by applicable Law, the Receiving Party shall notify the Disclosing Party in writing of such requirement.

8.5. Term.

Each Party's obligations under this Section 8 will last throughout the Agreement term and for five years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret, such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

9. Representations and Warranties9.1. Mutual Representations and Warranties.

Each party represents and warrants to the other party that execution of the Agreement by its representative has been duly authorized by all necessary corporate or organizational action of such party; and when executed and delivered by both parties, the Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party.

9.2. User’s Additional Warranties.

User represents and warrants to RedTrack that it owns the necessary rights and consents relating to User Data so that, as received by RedTrack and processed in accordance with the Agreement, they do not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, or any privacy or other rights of any third party or violate any applicable law.

9.3. DISCLAIMER OF WARRANTIES.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 9.1, ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED UNDER THE APPLICABLE LAW, REDTRACK SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, REDTRACK MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET USER’S OR ANY OTHER PERSON’S REQUIREMENTS, BE AVAILABLE OR OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICE, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN THE USER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS. SERVICES DOES NOT REPLACE THE NEED TO MAINTAIN REGULAR DATA BACKUPS OR REDUNDANT DATA ARCHIVES. REDTRACK HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF USER DATA.

10. Indemnification10.1. RedTrack Indemnification.

RedTrack shall indemnify the User from and against damages awarded against the User in a final non-appealable judgment arising out of any claim by a third party (other than an Affiliate of the User) that User’s use of the Services (excluding User Data and Third-Party Materials) in accordance with the Agreement infringes such third party’s copyrights. The foregoing obligation does not apply if the alleged infringement arises from:

a) Third-Party Materials or User Data,

b) access to or use of the Services in combination with any hardware, system, software, network, or other materials or service not provided by RedTrack or specified for User’s use in the Documentation,

c) failure to timely implement any measures made available to the User by or on behalf of RedTrack, or

d) act, omission, or other matter described in Sections 10.3 a) – c).

10.2. Mitigation.

If the Services are, or in RedTrack’s opinion are likely to infringe third-party intellectual property right, or if User’s use of the Services is enjoined, RedTrack may, at its option and expense:

a) obtain the right for the User to continue to use the Services materially as contemplated by the Agreement;

b) modify or replace the Services to make them non-infringing, while providing materially equivalent functionality, in which case the modifications or replacements will constitute Services under the Agreement; or

c) by written notice to the User, terminate the Agreement with respect to all or part of the Services and require the User to immediately cease any use of the Services or any specified part or feature thereof.

10.3. User Indemnification.

User shall indemnify, defend, and hold harmless RedTrack and RedTrack Affiliates, and each of its respective officers, directors, employees, and agents from and against any and all loss, damage, claim, action, judgment, settlement, interest, penalty, fine, costs, or expenses, including attorneys’ fees and the costs of enforcing any right to indemnification hereunder incurred resulting from any action by a third party that arise out of or result from, or are alleged to arise out of or result from:

a) User Data, including any processing of it by or on behalf of RedTrack in accordance with the Agreement;

b) User’s breach of any representation, warranty, or obligation; or

c) negligence or more culpable act or omission (including recklessness or willful misconduct) by any User or third party on behalf of any User, in connection with the Agreement.

10.4. Indemnification Procedure.

Each party shall promptly notify the other party in writing of any action for which such party believes it is entitled to be indemnified. The party seeking indemnification ("Indemnitee") shall cooperate with the other party ("Indemnitor") at the Indemnitor’s cost and expense. Indemnitor shall promptly assume control of the defense and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor’s sole cost and expense. Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. Indemnitor shall not settle any action without Indemnitee’s prior written consent. If the Indemnitor fails or refuses to assume control of the defense of such action, Indemnitee shall have the right, but no obligation, to defend against such action, including settling such action, in each case in such manner and on such terms as the Indemnitee may deem appropriate. Indemnitee’s failure to perform any obligations under this Section 10.4 will not relieve the Indemnitor of its obligations under this Section 10.

10.5. SOLE REMEDY.

THIS SECTION 10 SETS FORTH USER’S SOLE REMEDIES AND REDTRACK’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES OR ANY SUBJECT MATTER OF THE AGREEMENT INFRINGES OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTY.

11. Limitation of Liability11.1. EXCLUSION OF DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED UNDER THE APPLICABLE LAW, IN NO EVENT WILL THE REDTRACK OR ANY OF ITS AFFILIATES, LICENSORS, SERVICE REDTRACKS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THE AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY:

a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE;

b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES;

c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY;

d) COST OF REPLACEMENT GOODS OR SERVICES;

e) LOSS OF GOODWILL OR REPUTATION;

f) REGARDLESS OF WHETHER THE USER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

11.2. CAP ON MONETARY LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED UNDER THE APPLICABLE LAW, IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF THE REDTRACK AND ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED 100 % THE TOTAL AMOUNTS PAID TO THE REDTRACK UNDER THE AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $100, WHICHEVER IS LESS. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12. Term and Termination12.1. Term.

a) the Agreement is concluded for an indefinite period of time. Termination of the Agreement also means termination of any currently effective Subscription.

b) initial Subscription term commences on the Subscription start date of order and unless terminated earlier pursuant the Agreement’s express provisions, will continue for the agreed Subscription term. Subscription term will automatically renew for additional successive Subscription term of the same length as the previous one unless earlier terminated pursuant to the Agreement’s express provisions or either party gives the other party written notice of non-renewal at least on the last day of the then-current term. Each renewal term is subject to payment of relevant fees.

12.2. Termination.

In addition to any other express termination right set forth in the Agreement:

a) either party may terminate the Agreement effective on written notice to the other one, if the other one materially breaches the Agreement and such breach is incapable of cure, or remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach, and

b) RedTrack may terminate the Agreement, effective on written notice, if the User: (i) fails to pay any amount when due hereunder, (ii) breaches any obligations or restrictions under Sections 4 or 5, (iii) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors; or applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

12.3. Effect.

Upon expiration or termination of the Agreement, except as expressly otherwise provided herein:

a) rights and licenses granted by RedTrack to the User hereunder will immediately terminate,

b) RedTrack may destroy and permanently erase all User Data, provided that, for clarity, this obligations does not apply to any Resultant Data,

c) User shall immediately cease all use of the Services and within 15 days, RedTrack may disable Authorized Users access to the Services,

d) if RedTrack terminates the Agreement pursuant to Section 10.2.(c) or User terminates the Agreement pursuant to Section 12.2 (a), User will be relieved of obligation to pay the Subscription fees attributable to the period after the effective date of such termination, in all other cases all fees that would have become payable had the Agreement remained in effect until expiration of the current Subscription term will become immediately due and payable, and User shall pay such fees, together with all previously accrued but not yet paid fees. If RedTrack is unable to charge them automatically to the payment method User last selected, User will pay the amount on receipt of RedTrack’s invoice therefor.

12.4. Surviving Terms.

The rights and obligation of the parties in the Agreement that, by nature, should survive termination or expiration of the Agreement, will survive any expiration or termination of the Agreement.

13. Final provisions13.1. Entire Agreement.

Agreement constitutes parties sole and entire agreement with respect to its subject matter and supersedes all prior and contemporaneous agreements, with respect to such subject matter. In the event of a conflict between the documents constituting the Agreement, the documents shall apply in the following order: (i) Terms of Service, (ii) remaining documents in order of their appearance in the Terms.

13.2. Assignment.

Neither party may assign or otherwise transfer any of its rights or obligations under the Agreement, without prior written consent of the other party, provided that RedTrack may assign the Agreement as a whole without User’s prior written consent to any RedTrack Affiliate.

13.3. Force Majeure.

In no event will RedTrack be liable for any failure or delay in performance of the Agreement, when and to the extent such failure or delay is caused by any circumstances beyond its reasonable control, including acts of God, flood, fire, earthquake, war, terrorism, cyber-attack (including DDoS), invasion, embargoes, strikes, passage of law, including imposing an embargo, export or import restriction, quota, or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation. RedTrack may terminate the Agreement if a force majeure event continues for a period of 30 days or more.

13.4. Amendment.

RedTrack may revise and update the Terms from time to time in its sole discretion. All changes are effective on the indicated date and apply to all access to and use of the Services thereafter. Changes in the Terms will be notified to the User by email or by an announcement in the Service. If the User does not agree to a change, the User may terminate the Agreement effective on one month’s notice, which shall commence on the first day of the calendar month following the delivery of the written notice, provided that the notice must be delivered to the RedTrack prior to the effective date of the change. In the event of notice under this Section, the then current Terms shall apply for the duration of the notice period. Continued use of the Service following the date of effectiveness of the change means that the User accepts and agrees to the changes. User is expected to check the Terms from time to time so it is aware of any changes, as they are binding on the User.

13.5. Notices.

The requirement of written form is met if the electronic text with a simple electronic signature is delivered to the e-mail address of the other party, or by other electronic means agreed by the parties.

13.6. References.

RedTrack is entitled to place User’s trade name, logo, trademark or any other trade name on its website in the references section and use it in its reference marketing documents.

13.7. Severability.

If any term or provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, parties shall negotiate in good faith to modify the Agreement so as to effect the original intent to the greatest extent possible.

13.8. Governing Law; Submission to Jurisdiction.

Agreement is governed by and construed in accordance with the internal laws of the Republic of Cyprus without giving effect to any choice or conflict of law provision. Any legal suit, action, or proceeding arising out of or related to the Agreement will be instituted exclusively in the courts of the Republic of Cyprus, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

1. Service levels1.1. SLA.

RedTrack will make the Service available at least 99,5 % of the time as measured over the period of 365 consecutive days starting with the first day of the subscription term (each such period, a "Service Period"), excluding unavailability as a result of any of the Exceptions described below (the "Availability Requirement"). If the Agreement is terminated prior to the expiry of a full Service Period, the Service will be viewed as available during the remaining period of time.

1.2. Reporting Incidents.

The User may report the Incidents through the following contact channels.

E-mail

[email protected]

1.3. Content of report.

When reporting the Incidents the User shall provide the following information:

a) Identification of the User (contact name / company name / RedTrack’s code designation for the User account),

b) Identification of the Service in which the Incident occurred,

c) The time the problem occurred and a detailed description of the problem,

d) Screenshot, error logs displayed and other diagnostic information.

1.4. Completeness of Reporting.

Incident report is not complete and does not cause any Reaction time to run unless it contains all information set forth in Section 1.3 RedTrack may request from the User such additional information, documents, other materials or interaction that RedTrack believes is necessary to effectively deal with the request. Until the User provides such additional information and documentation, the Reaction time shall be suspended and shall not run.

1.5. SLA.

RedTrack will initially respond to issues with the Service that are caused by a defect of its software (the "Incident") within the following timeframes, excluding incidents caused as a result of any of the Exceptions described below (the "Reaction Requirement"):

Incident Category	Reaction time
1 – critical	2 business days
2 – major	4 business days
3 - minor	8 business days

1.6. Categories.

RedTrack recognizes the following categories of Incidents:

Category	Description of the impact
1 – critical	Service is inoperable for all Authorized Users with no alternative solution available.
2 – major	All or some of the basic functionality of the Service is inoperable, preventing the processing of routine or daily operations.
3 - minor	User experience is negatively affected.

1.7. Exceptions.

Material failure to meet the Availability Requirement or the Reaction Requirement shall be considered a "Service Failure", provided that such failure did not occur in connection with any from the following is a non-exhaustive list of "Exceptions":

a) act or omission by you or any Authorized User that does not strictly comply with the Agreement,

b) Authorized User’s Internet connectivity,

c) Third-Party Materials, including failure, interruption, outage, or other problem with any software, hardware, system, network, facility, or other matter not supplied by Us pursuant to the Agreement,

d) disabling, suspension, or termination of the Service pursuant to the Agreement.

e) scheduled downtime, or

f) force majeure event.

1.8. Downtime.

RedTrack may schedule downtime for routine maintenance of the Service between the hours of ([NUMBER]) a.m. and ([NUMBER]) a.m. CEST provided that RedTrack give you at least 2 hours prior notice.