Last Updated: 28th Mar 2025
These Clootrack Terms of Service (“Agreement” or “Terms”) are a legal contract between you (either an individual or an entity, referred to herein as “Customer,” “you,” or “your”) and Clootrack Software Labs Inc. (“Clootrack,” “we,” or “us”). This Agreement governs your access to and use of our cloud-based customer experience analytics platform, related software, and any associated services (collectively, the “Services”).
The Customer and Clootrack are together referred to as the “Parties” and each individually as a “Party”.
By placing an Order for subscription to the Clootrack Platform or accessing or using the Services, or by clicking “I Agree” (or a similar button) when this option is presented to you, you accept and agree to be bound by these Terms. If you do not agree with these Terms, you must not use or access the Services.
Any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party, where “Control” refers to ownership of more than fifty percent (50%) of an entity’s shares or the right to direct its management.
Your employees, representatives, agents, Affiliates, and contractors who are authorized by you to access / use the Services on your behalf and who have (i) been assigned a unique username-password combination to access and use the same, (ii) registered online for the said access and use, and (iii) agreed to be bound by the terms of use as set out in these Terms.
All nonpublic and/or proprietary information or materials disclosed by one party (“Discloser”) to the other (“Recipient”) that (i) is marked or identified as “confidential” at the time of disclosure, (ii) should be reasonably understood to be confidential due to the nature of the information, or (iii) is Customer Data (defined below). Confidential Information does not include information that (a) becomes publicly available without the Recipient’s breach; (b) was independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information; (c) was lawfully received by the Recipient from a third party without restriction; or (d) was already known by the Recipient without obligation of confidentiality.
Clootrack Platform shall mean the analytics platform owned by the Clootrack group of companies and duly licensed by Clootrack, which helps enterprises discover customer priorities and is engaged in the business of proprietary analysis of chatter online and private enterprise data The term Clootrack Platform shall include such software product and version which is licensed to the Customer as per the Order placed by the Customer and in accordance with these Terms and the associated Intellectual Property Rights.
All data, information, or material that you or your Authorized Users submit to the Services, as well as data or information collected by Clootrack in connection with your use of the Services, excluding any data derived or aggregated by Clootrack as described in Section 10.3.
Any customizations, work product, or other materials created specifically for you pursuant to a Statement of Work or separate written document, excluding any background materials or proprietary technology owned by Clootrack or its licensors prior to or independent of such custom work.
The Fees paid/payable by the Customer for the Services as defined in Clause 3.1 of these Terms.
All intellectual and industrial property rights, including without limitation patents, copyrights, trademarks, trade secrets, database rights, moral rights, and all other similar rights recognized in any country or jurisdiction worldwide.
Order filled and submitted by a Customer for purchasing a subscription to the Clootrack Platform/availing Services.
Clootrack’s Platform, including any updates, upgrades, patches, and Support Services, if any.
Maintenance and support services designed to meet the service levels set forth in Annexure I of these Terms and related professional services, if any provided by Clootrack to the Customer during the Subscription Term, as set forth in the Order.
A separate statement of work if any executed with you for any customization works, work product and/or provision of Deliverables.
The duration of your subscription or access to the Services as specified in an applicable Order, Statement of Work, or in these Terms.
Subject to your compliance with this Agreement, Clootrack grants you a limited, non-exclusive, non-transferable, revocable and non-sub licensable right to access and use the Services during the applicable Subscription Term for your internal business purposes. You may after paying the applicable Fees, access and use the Services only through Authorized Users; You are responsible for compliance of all such Authorized Users with these Terms.
You agree not to:
2.2.1 Sell, resell, rent, lease, share, distribute, or otherwise make the Services available to any unauthorized third party;
2.2.2 Modify, adapt, translate, convert, copy, analyze, reverse-engineer, decompile, disassemble any part of the Services or apply any procedure or process to the Services in order to ascertain, derive and/or appropriate for any reason or purpose, the source code or any trade secret information or process contained in the Services or remove any product identification, copyright or other notices (except to the extent explicitly allowed by applicable law);
2.2.3 Use or combine the Services with any programs or data that would create any derivative works based on the Services;
2.2.4 Interfere with or disrupt the integrity or performance of the Services or third-party data contained therein (e.g., through denial-of-service attacks, unauthorized load testing, etc.);
2.2.5 Use the Services to violate applicable law, infringe upon the rights of others, distribute defamatory or harmful content, or transmit viruses or harmful code;
2.2.6 Use the Services to develop a competing product or service, or for any benchmark or competitive purposes without Clootrack’s prior written consent.
2.2.7 Permit Clootrack to remotely review Customer’s use of the Services, and on Clootrack’s written request, provide reasonable assistance to verify Customer’s compliance with these Terms, and access to and use of the Services. If Customer exceeds permitted access and use rights to the Services, Clootrack as the case may be shall notify Customer and within 30 days thereafter Customer shall either: (a) discontinue any unpermitted use, or (b) purchase additional subscriptions commensurate with Customer’s actual use.
Clootrack may develop and release updates, enhancements, or new features to the Services from time to time. Clootrack will use reasonable efforts to notify you of material changes. Continued use of the Services after these updates are deployed, constitutes acceptance.
Clootrack may suspend or limit your access to the Services (in whole or in part) immediately if (a) you are in breach of these Terms, (b) you fail to timely pay any undisputed Fees within thirty (30) days’ from the due date for payment, or (c) Clootrack reasonably believes your use of the Services may harm or endanger Clootrack’s systems or infrastructure or violates applicable law. Clootrack will promptly restore access once the grounds for suspension are cured.
The software used to provide the Services is located on servers that are controlled by Microsoft Azure (“Azure”). Customer shall comply with the Microsoft Acceptable Use Policy. (“Azure AUP”), which is incorporated by reference herein.
You agree to pay all fees for the Services in accordance with the payment schedule outlined in a separate Order, Statement of Work, or ordering page (the “Fees”). Except as otherwise agreed in writing, all Fees are due net thirty (30) days from the date of invoice. During the Subscription Term identified in an Order, Statement of Work, if actual usage exceeds the committed subscription Fees for the applicable commitment period identified in the Order, Statement of Work, Clootrack shall charge Customer for such excess usage monthly in arrears, for each month the Customer exceeds such committed Fees, at the subscription pricing listed therein.
Any undisputed Fees that remains unpaid after its due date will accrue interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by law, if lower). Charging the aforementioned interest for delayed payment of Fees, is without prejudice to Clootrack’s right to suspend your access to the Services for non-payment as set out in Clause 2.4 of these Terms which are hereby reserved. Further, Clootrack reserves the right to terminate this Agreement and your access to the Services permanently owing to non-payment of undisputed Fees with seven (7) days from the issuance of a written notice by Clootrack as set out in Clause 4.2 of these Terms.
All Fees are exclusive of sales, use, value-added, goods and services, and other taxes or duties. You are responsible for paying any such taxes in addition to the Fees. If withholding taxes apply, you must remit the required amount to the applicable taxing authority and furnish Clootrack with appropriate evidence of payment.
This Agreement commences upon your acceptance and continues for the Subscription Term unless earlier terminated in accordance with these Terms. The Subscription Term may automatically renew as specified in your Order, Statement of Work unless either Party provides the other with written notice of non-renewal at least thirty (30) days before the end of the current Subscription Term.
Either Party may terminate this Agreement (including any related Orders), upon written notice if the other Party commits a material breach and fails to cure such breach within thirty (30) days’ after the issuance of written notice (or seven (7) days in the case of non-payment).
Unless expressly stated otherwise in your Order or Statement of Work, either Party may terminate this Agreement at any time without cause upon providing at least ninety (90) days’ written notice to the other Party. Upon such termination, any pre-paid, unused Fees are non-refundable unless otherwise agreed in writing.
Upon termination or expiration of this Agreement for any reason:
4.4.1 Your rights to access or use the Services immediately cease.
4.4.2 You must return or delete and discontinue any use of Clootrack Confidential Information and Services.
4.4.3 Subject to applicable laws, Clootrack may delete or destroy Customer Data after thirty (30) days unless you request and pay any applicable fees for the export or continued hosting of such data before that period ends.
4.4.4 The termination of this Agreement shall not release the Customer from the obligation to make payment of all amounts then or thereafter due or payable by it to Clootrack.
4.4.5 In the event there is a continuing need for any Services under any Order, Statement of Work, after the termination or expiration of this Agreement, Clootrack and Customer may mutually agree in writing to extend this Agreement for such time that the Services are completed in accordance with the terms therein.
4.4.6 Either the Customer or Clootrack may terminate this Agreement, an Order or Statement of Work or any part thereof owing to a Force Majeure Event (as defined in clause 11.2 below) by written notice to the other Party if that Force Majeure Event continues for 90 consecutive calendar days.
All Intellectual Property Rights in and to the Services, including any software, documentation, know-how (including processes, ideas, concepts, methodologies, tools and techniques), or improvements, are and will remain owned by and exclusively vested in Clootrack or its licensors. No ownership right is transferred to you by this Agreement. You receive only those license rights expressly granted herein.
You own all rights, title, and interest in and to the Customer Data. You grant Clootrack a worldwide, non-exclusive and non-transferable license to:
5.2.1 access, use, process, store, and transmit the Customer Data solely to the extent necessary to provide and improve the Services, fulfill its obligations, or as otherwise consistent with these Terms or your instructions.
Any Deliverables specifically developed by Clootrack for you under a Statement of Work and expressly identified in such Statement of Work will, upon full payment of applicable Fees, be owned by you. To the extent such Deliverables incorporate or rely on Clootrack’s pre-existing or proprietary materials, Clootrack retains all right, title, and interest in those materials and grants you a limited, non-exclusive, worldwide, royalty-free license to use them strictly in connection with the Deliverables and your authorized use of the Services.
Nothing herein shall cause or imply any sale, license, or other transfer of proprietary rights of or in any third party software or products from one Party to the other Party.
If you provide any suggestions, ideas, or feedback to Clootrack regarding improvements to the Services, Clootrack will own all rights, title, and interest in such feedback, and may use it without any obligation, attribution, or restriction.
A Party who receives Confidential Information (“Recipient”) from the other Party who discloses such Confidential Information (“Discloser”) agrees to maintain the Discloser’s Confidential Information in strict confidence, using at least the same degree of care it uses to protect its own confidential information (but no less than a reasonable standard of care). Recipient will use Discloser’s Confidential Information only for the purpose of fulfilling its obligations or exercising its rights under this Agreement.
If Recipient is compelled by law or judicial order to disclose any Confidential Information, it will, to the extent legally permitted, and shall promptly notify Discloser and cooperate (at Discloser’s expense) with any attempt to seek a protective order or equivalent.
Upon written request or termination of this Agreement, each Party will return or delete/destroy (and certify destruction of) all copies of the other party’s Confidential Information, except as necessary for legal, compliance, or archival requirements.
Disclosure of any of the Confidential Information by the Recipient without strict adherence to the terms set out in this Clause 6 shall give rise to irreparable injury to the owner of the Confidential Information, inadequately compensable in monetary damages. Accordingly, the Discloser may seek and obtain relief by filing a suit for injunction against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available.
Clootrack will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data against accidental or unlawful destruction, loss, alteration, or unauthorized disclosure or access. Notwithstanding the foregoing, you understand that no security measure is perfect or impenetrable.
Each Party shall comply with all applicable laws regarding data protection and privacy. You represent and warrant that you have provided all necessary notices and obtained all required consents to collect, use and process the Customer Data as contemplated under this Agreement and any applicable Order or Statement of Work and to enable Clootrack to lawfully (without breaching any agreement between Customer and any third party or violating any applicable laws, regulations, orders or rules) collect, process, use, and store Customer Data in providing the Services.
Clootrack may collect, analyze, and use aggregated or anonymized data based on Customer Data and your usage of the Services for the purpose of analytics, improvements, machine learning, benchmarking, and product development, provided that such data does not identify you or any individual data subject and is handled in accordance with applicable laws.
The Parties shall use reasonable efforts to assist one another in relation to the investigation and remedy of any claim, allegation, action, suit, proceeding or litigation with respect to alleged unauthorized access, use, processing or disclosure of Customer Data.
Each Party represents and warrants that (a) it has validly entered into this Agreement, (b) it has the requisite power and authority to do so, and (c) its performance under this Agreement will comply with all applicable laws and regulations.
Clootrack warrants that, during the Subscription Term, the Services (when used in accordance with the terms hereunder ) will perform in all material respects with the applicable technical descriptions provided by Clootrack. If you notify Clootrack in writing of a reproducible material non-conformity with this warranty, Clootrack will use commercially reasonable efforts to correct such non-conformity. If Clootrack is unable to remedy the non-conformity within a reasonable time, you may terminate the affected portion of the Services and receive a pro rata refund of any prepaid Fees for the unused remainder of the Subscription Term.
EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND CLOOTRACK DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. CLOOTRACK DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE ERROR OR BUG-FREE OR THAT IT WILL FUNCTION WITHOUT INTERRUPTION OR THAT THE SERVICES ARE DESIGNED TO MEET THE BUSINESS REQUIREMENTS OF THE CUSTOMER.
Clootrack will defend you against any third-party claim alleging that your use of the Services (as provided by Clootrack and used in accordance with this Agreement and any applicable Order Form, Statement of Work) infringes or misappropriates such third party’s Intellectual Property Rights, and will pay any damages finally awarded (or agreed upon in settlement) to the extent arising from such claim. If such a claim appears likely, Clootrack may, at its option, (a) procure the right for you to continue using the Services, (b) modify or replace the Services so they are no longer infringing, or (c) if neither (a) nor (b) is commercially reasonable, terminate your license to use the Services upon written notice and refund any prepaid Fees covering the remainder of the Subscription Term.
Exclusions: Clootrack’s indemnity obligations do not apply to the extent a claim arises from your unauthorized combination of the Services with other software or data not provided or approved by Clootrack, or from any modification you make to the Services.
You will defend, indemnify, and hold Clootrack harmless against any third-party claims, damages, or expenses arising from (a) your or your Authorized Users’ violation of this Agreement or applicable law, or (b) Clootrack’s authorized use of Customer Data (including any claim that the Customer Data, or your use of it, infringes the rights of or causes harm to a third party).
All indemnification obligations are subject to (a) the indemnified Party promptly giving written notice of any claim, (b) the indemnifying Party having sole control over the defense and settlement of the claim, and (c) the indemnified Party providing all reasonable cooperation. The indemnifying Party will not settle any claim that requires the indemnified Party to admit liability or pay money without the indemnified Party’s prior written consent, which will not be unreasonably withheld.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF BUSINESS, REVENUES, PROFITS, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR (A) EITHER PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, (B) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, OR (C) YOUR FAILURE TO PAY ALL FEES DUE, EACH PARTY’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS UNDER OR RELATING TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, OR OTHERWISE) IS LIMITED TO THE AMOUNT PAID (OR PAYABLE) BY YOU TO CLOOTRACK UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.
These limitations allocate the risks between Clootrack and you and are a fundamental part of the bargain made under this Agreement. They will apply even if any limited remedy fails of its essential purpose.
You agree that Clootrack may use your name and logo in a reasonable manner to identify you as a customer of Clootrack on Clootrack’s website or other marketing materials, subject to your prior written approval of any specific content (which shall not be unreasonably withheld).
Except for payment obligations, neither Party will be in breach of this Agreement if the failure to perform or delay in performance is caused by circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, natural disasters, epidemic, or telecommunication, network, server or utility failures (“Force Majeure Event”). The affected Party will promptly notify the other Party in writing and use reasonable efforts to minimize the adverse consequences and resume performance as soon as possible.
This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. Any dispute arising from or related to this Agreement shall be brought in the federal or state courts located in Claymont, Delaware, and each Party irrevocably submits to the personal jurisdiction and venue of such courts.
No waiver of rights under this Agreement by either party will constitute a subsequent waiver unless made in writing and signed by an authorized representative of the waiving party.
If any provision of this Agreement is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.
This Agreement (including any referenced policies, order forms, or SOWs) constitutes the entire agreement between you and Clootrack regarding the Services. It supersedes all prior or contemporaneous agreements, proposals, or representations, written or oral. Any additional or conflicting terms from you (e.g., on purchase orders) are hereby objected to and will have no effect.
Neither party may assign or transfer this Agreement or any rights or obligations hereunder without the other party’s prior written consent, except that Clootrack may assign or transfer this Agreement to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported transfer in violation of this section is void.
Nothing in this Agreement creates a partnership, joint venture, agency, or fiduciary relationship between the parties. Clootrack is an independent contractor.
Notwithstanding anything herein to the contrary, clauses relating to confidentiality, Intellectual Property Rights, Data Privacy and Security, Non-solicitation, indemnification and limitations of liability shall survive any termination of this Agreement.
All notices required under or regarding this Agreement will be in writing and will be considered if delivered personally, mailed via registered post with acknowledgment due or sent by courier (confirmed by receipt) if to Clootrack, to the address set out in Clause 12 below or if to the Customer, your address as set out in the Order.
If you have any questions about these Terms or wish to contact Clootrack for any reason, please reach out to us at:
Clootrack Software Labs Inc.
2093A Philadelphia Pike, Suite 350
Claymont, Delaware 19703, USA
Email: contactus@clootrack.com
Level I
High
4 Hours
24 Hours
Level II
Medium
24 Hours
72 Hours
Level III
Low
48 Hours
144 Hours
Level IV
Good to Have
72 Hours
Case to case basis
