Welcome to GroupTrack Inc(“GroupTrack Inc”, the “Company”, “us”, “our”, and “we”) provider of GroupTrack CRM (“Software”) located at https://www.grouptrackcrm.com (the “Site”). GroupTrack Inc provides the Software and manages customers’ (“User”) subscription payments in order to access the Software in addition to offering other ancillary programs and services related to the Software (“Services”).
License to Use Software
Subject to your complete and ongoing compliance with the terms of this document, GroupTrack Inc grants you limited, non-transferable, non-sublicensable, revocable permission to access and use the Services for your personal, internal use during the Term at the level of service which you have paid all applicable fees.
Except and solely to the extent such a restriction is impermissible under applicable law, you may not: 1) reproduce, distribute, publicly display, or publicly perform the Services; 2) make modifications to the Service; or 3) interfere with or circumvent any feature of the Service, including any security or access control measures. If you are prohibited under applicable law from using the Services, you may not use it.
As part of the functionality of the Software, you may link your Account with third-party social media service providers (“Social Media Providers”) and the online accounts you have registered on their platforms (each such account, a “Social Media Account”). Use of the Software is also subject to Social Media Providers’s terms of service (“Social Media Providers Terms”). GroupTrack Inc is not responsible for any activity that occurs on your Social Media Account while using the Software, including but not limited to your data, groups, pages, or ad accounts. Your violation of the Social Media Providers Terms may restrict your ability to use or access the Software. At any time, Social Media Providers may change its terms or restrict the ability to use the Software on its platform. GroupTrack Inc is not responsible for any restrictions made to accessing or using the Software with Social Media Providers or any data, files, or contacts lost. We make no representation or warranty that the Services or the Software will always be available to use with Social Media Providers.
Account Creation. In order to use certain features of the Services and manage your subscription, you may be required to register for an account (“your Account”) on the Software and provide certain information about yourself or members of your team as prompted by the registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you will not share your account with anyone else. You may delete your Account at any time, for any reason, by following the instructions in your Account. We may suspend or terminate your Account in accordance with these Terms.
Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify us of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
Subscription and Billing. Certain aspects of the Services may be provided for a fee, subscription or other charges. One-time purchases for applicable Programs will be charged at the time of purchase. If you purchase a subscription to the Software, this subscription will automatically renew at the end of each billing cycle, typically every thirty (30) days, at which point you will automatically be charged on your anniversary date for the next billing cycle. If you upgrade or downgrade your subscription you will be prorated for the remainder of the billing cycle and you will be billed the new subscription price the following billing cycle. GroupTrack Inc may add new services for additional fees and charges, add or amend fees and charges for existing services, at any time in its sole discretion. Any change to our pricing or payment terms shall become effective in the billing cycle following notice of such change to you as provided in these Terms. If you don't agree with the fee changes, you have the right to reject the change by canceling your subscription before your next payment date.
Trial Period or Discount Rates. We may offer free trial subscriptions, discount introductory subscriptions, or grandfathered rates to the Service, in our sole discretion, to allow customers to become familiar with the many benefits of the programs we offer. We will begin charging your card the applicable subscription fee at the then-current rate (plus any applicable taxes) on the first day following the end of your trial or introductory offer period. YOU MUST CANCEL YOUR SUBSCRIPTION PRIOR TO THE END OF YOUR TRIAL OR INTRODUCTORY OFFER PERIOD TO AVOID HAVING YOUR CARD CHARGED. If you are paying a grandfathered rate and your Account becomes inactive, you will be charged then-current rates if you reactivate your subscription.
Free Accounts. The Software may offer the ability to use a free Account that may give limited access to most features. You acknowledge that if you upgrade to a paid subscription, all or some of the access to the Software features may not be available at every subscription level.
Refunds. You may cancel any paid services at any time, you, however, won't be issued a refund except in our sole discretion, or if legally required.
Adjustment of Subscription Tier. Currently, our tiered subscription pricing is based, in part, on the number of contacts in your Account. If at any time the number of contacts in your Account exceeds the number available at your current subscription tier, your account will be put on hold until you either upgrade to a higher tier or remove contacts to return below the limit. If you’ve reached the maximum number of contacts available at the highest subscription tier, you agree to be automatically charged for additional contacts in batches at our then current rates.
Payment Authorization; Information; Taxes. By agreeing to these Terms and purchasing a subscription, you are giving GroupTrack Inc and our Payment Processor permission to charge your on-file credit card, or other approved methods of payment for fees that you authorize GroupTrack Inc to satisfy. You must keep current payment information in your Account and your payment account must be adequately funded to pay for any services rendered. All information that you provide in connection with a purchase or transaction must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases or transactions. Failure to pay the applicable subscription fee will result in termination of your Account.
Notification of Payment or Non-Payment. We may but are not required to email you a receipt when your card has been charged or if a payment fails. If your card cannot be charged your access to Services may be suspended or terminated and you will need to update your card information in order to resume use.
Cancellation of Subscription. To cancel a subscription, you may have purchased from GroupTrack Inc, you may logon to your Account and follow the cancellation procedures. There will be no refunds or return of prorated subscription fees for unused days in a subscription cycle. If you cancel, you may continue to use your subscription until the end of your then-current subscription term.
Chargebacks. If you have a dispute concerning any payment transaction, please contact us at [email protected]
If, at any time, you contact your bank or credit card company to reject the charge of any payable fees (“Chargeback”), this act will be considered a breach of your payment obligations, and we reserve the right to automatically terminate your use of the Services. We reserve the right to dispute any Chargeback and take all reasonable action to authorize the transaction. In the event of a Chargeback, your Account may be terminated and any files, data, or content contained in your Account may be subject to cancellation. We will not be liable for any loss of files, data or content as a result of a Chargeback. Without limiting other available remedies, you must pay GroupTrack Inc upon demand for amounts owed under these Terms, plus interest on the outstanding amount at the lesser of one percent (1%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law.
Loss of Data or Content
If your Account is canceled by you or terminated by us in accordance with these Terms or the License Terms, this may result in a loss of your user files, data, or content, or access to third-party services. All files, data, or content in your Account will be deleted in accordance with the License Terms. Whether or not your Account is canceled or terminated, you are responsible for backing up your own data. Before canceling your Account, you are solely responsible for taking any action necessary to retrieve any of your data or content. We will not be liable for any lost files, data, or content and you agree to hold GroupTrack Inc harmless for loss of files, data, or content in your Account.
You agree to indemnify and hold us (and our officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Services, (b) your violation of these Terms or the License Terms; (c) your violation of the Social Media Providers Terms; or (d) your violation of applicable laws or regulations. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
Consent to Electronic Communications
You also consent to GroupTrack Inc communicating with you about the Service by SMS, text message, email, social media, or other electronic means. Your carrier's normal messaging, data and other rates and fees will apply to these communications. You may opt-out of receiving SMS, text messages or emails at any time. Some of our communications may link to offers from third-party providers. Clicking on any links in these communications may direct you to other Third Party Sites (defined below).
Links to Other Sites and/or Materials
Third Party Sites, and Third-Party Content. As part of the Service, we may provide you with convenient links to third party website(s) (“Third-Party Sites”) as well as content or items belonging to or originating from third parties such as applications, software, or content (collectively the “Third-Party Content”). These links are provided as a courtesy to Users. We have no control over Third-Party Sites and Third-Party Content or the promotions, materials, information, goods or services available on these Third-Party Sites or Third-Party Content. If you decide to leave the Site and access the Third-Party Sites or to use or install any Third-Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site or relating to any applications you use or install from the site.
Release. You release and forever discharge us (and our officers, employees, agents, successors, and assigns) from, and waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injury, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, other Service users or Third Party Sites & Ads. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
THE SERVICES AND SOFTWARE, ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND WE EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE SERVICES OR SOFTWARE: (a) WILL MEET YOUR REQUIREMENTS; (b) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (c) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE OR (d) THAT THE SERVICES OR SOFTWARE WILL BE TO YOUR SATISFACTION.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
Limitation on Liability
IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS, YOUR USE OF THE SOFTWARE, OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES OR SOFTWARE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES AND SOFTWARE ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM.
IN NO EVENT WILL GROUPTRACK INC’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED THE AMOUNTS PAID BY YOU TO GROUPTRACK INC DURING THE THREE (3) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING (IF ANY). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
Term and Termination
Subject to this Section, these Terms will remain in full force and effect while you use the Services and Software. We may (a) suspend your rights to use the Software and/or Services (including your Account) or (b) terminate these Terms, at any time for any reason at our sole discretion, including for any use of the Services or Software in violation of these Terms. Upon termination of these Terms, your Account and right to access and use the Services and Software will terminate immediately. You understand that any termination of your Account involves deletion of your files, notes, content or data from our live databases. We will not have any liability whatsoever to you for any termination of these Terms, including for termination of your Account or deletion of your files, notes, content or data. Upon termination of these Terms, all of the provisions will terminate except those that by their nature should survive.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND GROUPTRACK INC HAVE AGAINST EACH OTHER ARE RESOLVED.
You and GroupTrack Inc agree that any claim or dispute at law or equity that has arisen or may arise between us relating in any way to or arising out of this or previous versions of our these Terms, your use of or access to the Services, or any products or services sold or purchased through the Services, will be resolved in accordance with the provisions set forth in this Legal Disputes Section. You also acknowledge that disputes between you and GroupTrack Inc are limited to claims concerning payments for the Software or participation in a Program offered by GroupTrack and that the License Terms govern any disputes arising out of your use of the Software.
Choice of Law. These Terms are made under and will be governed by and construed in accordance with the laws of the State of Florida, without giving effect to any principles that provide for the application of the law of another jurisdiction.
Claim Limitations. You agree that any cause of action arising out of or related to the Services must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
Mediation. To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any dispute informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.
Agreement to Arbitrate
You and GroupTrack Inc each agree that any and all disputes or claims that have arisen or may arise between you and GroupTrack Inc relating in any way to or arising out of this or previous versions of these Terms, your use of or access to GroupTrack Inc's Services, or any products or services sold, offered, or purchased through our Services will be resolved exclusively through final and binding arbitration, rather than in court. Alternatively, you may assert your claims in small claims court in Orange County, Florida, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The Federal Arbitration Act governs the interpretation and enforcement of this agreement to Arbitrate.
The arbitration will be conducted by the American Arbitration Association ("AAA") under its applicable rules and procedures, as modified by this agreement to Arbitrate. The arbitration will be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes.
Your rights will be determined by a neutral arbitrator and not a judge or jury. You understand that arbitration procedures can be more limited than rules applicable in court. Arbitrator decisions are as enforceable as any court order and are subject to very limited review in court.
You and we must abide by the following rules: (a) ANY CLAIMS BROUGHT BY YOU OR US MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (b) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF, (c) the arbitrator will honor claims of privilege and privacy recognized at law; (d) the arbitration will be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award; (e) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (f) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and then in such instance, the fees and costs awarded will be determined by the applicable law.
With the exception of subparts (a) and (b) in the paragraph above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision will remain in effect and will be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either subpart (a) or (b) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision will be null and void, and neither you nor we will be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration, the dispute will be exclusively brought in state or federal court in Orange County, Florida.
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, pandemics, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, the act or omission of any internet service provider, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
Changes to Terms. These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by prominently posting notice of the changes on the Site and Software. Any significant changes to these Terms will be effective immediately after posting such notice. Continued use of our Software or Services following notice of such changes will indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
Waiver, Severability And Assignment. Our failure to enforce any provision of these Terms is not a waiver of our right to do so later. If any provision of this Agreement is found unenforceable, the remaining provisions will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under this Agreement, and any such attempt will be void. We may assign our rights under this Agreement to any of our affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.
Entire Agreement. These Terms and the License Terms constitute the entire agreement between you and the Company regarding the Software and Services, and supersedes and replaces any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of this Agreement. These Terms create no third party beneficiary rights.
Copyright/Trademark Information. Copyright © 2022 GroupTrack Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third parties which may own the Marks.
Last Updated September 6, 2022