Terms of Use

Please read this agreement carefully before using the Onetraker service. By using the Onetraker service provided by Onetraker Technologies Private Limited (here in referred to as “Onetraker”), clicking agree or otherwise assenting to this agreement, you are agreeing to be bound by this agreement. If you are agreeing to this agreement on behalf of your employer or an entity for whose benefit this service is being used, then you represent and warrant that you have the necessary authority to agree to this agreement on their behalf. If you have a written agreement with Onetraker for these services, then the terms of that agreement will override this agreement.

This agreement is between Onetraker Technologies Private Limited (here in referred to as “Onetraker”), a registered company in Guwahati, India, and the customer agreeing to this agreement (here in referred to as “Customer”). This Agreement concerns the Onetraker service provided by Onetraker (here in referred to as “Service”) and is binding on all persons that access resources related to the Service, including but not limited to the website, web application, and mobile application (here in referred to as “Resources”). If the Customer does not agree to the terms and conditions of this agreement, the Customer may not enter, view, or use the Service or its related Resources.

Service Changes and Content Disclaimer

Onetraker reserves the right to make changes to the Service at any time without notice. Customer-generated content published via the Resources reflects the views of the Customer and does not necessarily constitute the opinion of Onetraker nor legal or professional advice on any subject matter.

Third-party Links

The Service may contain links to other websites or applications, including advertising networks or affiliates. These links are provided for convenience only. Onetraker does not endorse or control the content of third-party sites and will not be responsible for their content or accuracy. Customers access such third-party sites at their own risk and discretion.

Subscription Access

Onetraker reserves the right to refuse subscription access to any business providing false, inaccurate, or misleading information during the registration process. By using the Service, you agree to use it without malicious intent. You are responsible for all activities undertaken under your account. Malicious acts against Onetraker may result in suspension and legal action.

USE OF SERVICE

Trial

If the Customer has not agreed to pay for the Service, they are under a trial period designated by Onetraker. During the trial, the Service is provided “AS IS.” All data may be deleted at the end of the trial unless the Customer converts to a subscription account.

Customer-Owned Data

All data uploaded by the Customer remains their property (“Customer Data“). The Customer grants Onetraker the right to use Customer Data solely for purposes of providing the Service. Onetraker is not responsible for Customer Data during the trial period. The Customer acknowledges they are solely responsible for any sensitive or personally identifiable information submitted to the Service.

Contractor and Employee Access

The Customer may allow its contractors (including third-party logistics companies) and employees to access the Service for the Customer’s sole benefit, subject to compliance with this agreement. The Customer is responsible for compliance by its contractors and employees.

Customer Responsibilities

• Keep account passwords secure and confidential.
• Be solely responsible for Customer Data and all activities occurring under the account.
• Use commercially reasonable efforts to prevent unauthorized access and notify Onetraker immediately of any breach.
• Use the Service only in accordance with the Service’s User Guide and applicable law.

Privacy

Onetraker’s Privacy Policy governs the privacy terms and conditions applicable to the use of the Service and Resources. The Customer acknowledges and agrees to the Privacy Policy, which may be updated from time to time.

Payment

Customer must pay all fees as specified in the subscription agreement, but if not specified then within 30 days of receipt of an invoice. No refunds of prepaid fees, unless otherwise provided in this agreement. Customer is responsible for the payment of all sales, use, withholding, VAT/GST and other similar taxes. Onetraker may elect to charge you interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on all late payments. This agreement contemplates one or more Subscriptions for the Service, such subscriptions are governed by the terms of this agreement. Customer must provide current, complete and accurate billing and credit card information. Customer agrees to pay all costs of collection, including attorney’s fees and costs, on any outstanding balance. In certain instances, the issuer of Customer’s credit card may charge Customer a foreign transaction fee or related charges, which Customer will be responsible to pay.

TECHNOLOGY RELATED TERMS

Beta Release

From time to time, Onetraker may grant Customer access to “alpha”, “beta”, or other early-stage products (“Beta Releases“). While Onetraker may provide assistance with Beta Releases in its discretion, notwithstanding anything to the contrary in this Agreement, Customer agrees that any beta release is provided on an “as is” and “as available” basis. Customer further acknowledges and agrees that beta releases may not be complete or fully functional and may contain bugs, errors, omissions, and other problems for which Onetraker will not be responsible. Accordingly, any use of a beta release is at customer’s sole risk. Onetraker makes no promises that future versions of a Beta Release will be released. Onetraker may terminate Customer’s right to use any Beta Release at any time for any reason or no reason in Onetraker’s sole discretion, without liability.

Support

Onetraker will provide Support for its Services as per the terms of the Application management and support terms as specified in the Subscription agreement terms.

SERVICE LEVEL AGREEMENT & WARRANTY

Warranty

Onetraker warrants to Customer :

• Commercially reasonable efforts will be made to maintain the online availability of the Service for a minimum of availability in any given month as agreed in the subscription agreement (excluding maintenance outages, force majeure, and outages that result from any Customer technology issues or third-party vendor issues).
• The functionality or features of the Service may change but will not materially decrease during any paid term.
• The Support may change but will not materially degrade during any paid subscription term.

Limited Liability

Customer’s exclusive liability and Onetraker’s sole obligation for its failure to meet the warranty terms will be for Onetraker to provide a credit for the applicable month, as provided in the subscription agreement (if the agreement is not renewed, then a refund of equivalent amount), for the month; provided that Customer notifies Onetraker of such breach within 30 days of the end of that month.

Disclaimer

Onetraker disclaims all other warranties, including, without limitation, the implied warranties of merchantability, title, and fitness for a particular purpose. While Onetraker takes reasonable physical, technical, and administrative measures to secure the service, Onetraker does not guarantee that the service cannot be compromised. Customer understands that the service may not be error-free, and use may be interrupted.

MUTUAL CONFIDENTIALITY

Definition of Confidential Information

Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), 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 (Confidential Information). Onetraker’s Confidential Information includes without limitation the Service (including without limitation the Service user interface design and layout, and non-public pricing information).

• Protection of Confidential Information : The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.

• Exclusions : Confidential Information excludes information that :
  • Is or becomes generally known to the public without breach of any obligation owed to Discloser.
  • Was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser.
  • Is received from a third party without breach of any obligation owed to Discloser.
  • Was independently developed by the Recipient without use of or access to the Confidential Information.
  • The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.

• Security Measures : In order to protect Customer’s Confidential Information and Customer Data, Onetraker will :
  • Implement and maintain all reasonable security measures appropriate to the nature of the Confidential Information, including without limitation technical, physical, administrative and organizational controls, and will maintain the confidentiality, security, and integrity of such information and data.
  • Implement and maintain industry standard systems and procedures for detecting, preventing, and responding to attacks, intrusions, or other systems failures and regularly test or otherwise monitor the effectiveness of the safeguards’ key controls, systems, and procedures.
  • Designate an employee or employees to coordinate implementation and maintenance of its security measures.
  • Identify reasonably foreseeable internal and external risks to the security, confidentiality and integrity of information and data that could result in the unauthorized disclosure, misuse, alteration, destruction, or other compromise of such information, and assess the sufficiency of any safeguards in place to control these risks.

• Notice of Data Breach : If Onetraker knows that Customer Confidential Information or Customer Data has been accessed, disclosed, or acquired without proper authorization and contrary to the terms of this agreement, Onetraker will alert Customer of any such data breach within two business days, and immediately take such actions as may be necessary to preserve forensic evidence and eliminate the cause of the data breach. Onetraker will give highest priority to immediately correcting any data breach and devote such resources as may be required to accomplish that goal. Onetraker will provide Customer with all information necessary to enable Customer to fully understand the nature and scope of the data breach. To the extent that Customer, in its sole reasonable discretion, deems warranted, Customer may provide notice to any or all parties affected by any data breach. In such case, Onetraker will consult with Customer in a timely fashion regarding appropriate steps required to notify third parties. Onetraker will provide Customer with information about what Onetraker has done or plans to do to minimize any harmful effect or the unauthorized use or disclosure of, or access to, Confidential Information.

COPYRIGHT AND INTELLECTUAL PROPERTY RIGHTS

None of the material related to Onetraker’s Services and Service resources contained in, but not limited to, websites, Google Playstore, iTunes Marketplace, etc. including its Services platform and applications, may be reverse-engineered, disassembled, decompiled, transcribed, stored in a retrieval system, translated into any language or computer language, retransmitted in any form or by any means (electronic, mechanical, photo reproduction, recordation or otherwise), resold, or redistributed without the prior written consent of Onetraker. Violation of this provision may result in severe civil and criminal penalties.

Reservation of Rights

The software, workflow processes, user interface, designs, know-how, and other technologies provided by Onetraker as part of the Service are the proprietary property of Onetraker and its licensors, and all right, title, and interest in and to such items, including all associated intellectual property rights, remain only with Onetraker. Customer may not remove or modify any proprietary marking or restrictive legends in the Service. Onetraker reserves all rights unless expressly granted in this agreement.

• Restrictions : Customer may not :
  • Sell, resell, rent or lease the Service.
  • Use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights.
  • Interfere with or disrupt the integrity or performance of the Service.
  • Attempt to gain unauthorized access to the Service or their related systems or networks.
  • Reverse engineer the Service.
  • Access the Service to build a competitive service or product, or copy any feature, function, or graphic for competitive purposes.

• Aggregate Data : During and after the term of this agreement, Onetraker may use and retain all rights in all non-personally identifiable data within the Service for purposes of enhancing the Service, aggregated statistical analysis, technical support, and other internal and external business purposes.

• Mobile Software : Onetraker may make available software to access the software via a mobile device. To use the software, Customer must have a mobile device that is compatible with the software. Onetraker does not warrant that the software will be compatible with Customer’s mobile device. Customer may use mobile data in connection with the software and may incur additional charges from Customer’s wireless provider for these services. Customer agrees that it is solely responsible for any such charges. Customer acknowledges that Onetraker may, from time to time, issue upgraded versions of the software, and may automatically electronically upgrade the version of the software that Customer is using on its mobile device. Customer consents to such automatic upgrading on its mobile device, and agrees that the terms and conditions of this agreement will apply to all such upgrades.

TERM AND TERMINATION

Term

This agreement continues until the Subscription has expired or is terminated under mutual consent or terminated under breach of terms.

• Mutual Termination for Material Breach : If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 30-day notice/cure period, if the breach has not been cured.

• Return of Customer Data : Within 60-days after termination, upon request, Onetraker will make the Service available for Customer to export such data. After such 60-day period, Onetraker has no obligation to maintain the Customer Data and may destroy it.

• Return Onetraker’s Property Upon Termination : Upon termination of this agreement for any reason, Customer must pay Onetraker for any unpaid amounts, and destroy or return all property of Onetraker. Upon Onetraker’s request, Customer will confirm in writing its compliance with this destruction or return requirement.

• Suspension for Violations of Law : Onetraker may temporarily suspend the Service or remove the applicable Customer Data, or both, if it in good faith believes that, as part of using the Service, Customer has violated a law. Onetraker will attempt to contact Customer in advance.

LIMITED LIABILITY

Exclusion of indirect damages

Onetraker is not liable for any indirect, special, incidental, or consequential damages arising out of or related to this agreement (including, without limitation, costs of delay; loss of data, records, or information; and lost profits), even if it knows of the possibility of such damage or loss.

Total limit on liability

Onetraker’s total liability arising out of or related to this agreement (whether in contract, tort, or otherwise) does not exceed the amount paid by the customer within the 12-month period prior to the event that gave rise to the liability.

INDEMNITY

Defense of Third Party Claims

Onetraker will defend or settle any third-party claim against Customer to the extent that such claim alleges that the Onetraker technology used to provide the Service violates a copyright, patent, trademark, or other intellectual property right, if Customer, promptly notifies Onetraker of the claim in writing, cooperates with Onetraker in the defense, and allows Onetraker to solely control the defense or settlement of the claim.

• Costs : Onetraker will pay infringement claim defense costs incurred as part of its obligations above, and Onetraker-negotiated settlement amounts, and court-awarded damages.

• Process : If such a claim appears likely, Onetraker may modify the Service, procure the necessary rights, or replace it with the functional equivalent. If Onetraker determines that none of these are reasonably available, then Onetraker may terminate the Service and refund any prepaid and unused fees.

• Exclusions : Onetraker has no obligation for any claim arising from :
  • Onetraker’s compliance with Customer’s specifications.
  • A combination of the Service with other technology where the infringement would not occur but for the combination.
  • Use of Customer Data; or
  • Technology not provided by Onetraker.

• Customer Indemnity : To the extent allowed by law, if any third-party brings a claim against Onetraker related to Customer acts, omissions, data or information within the Services, Customer must defend, indemnify and hold Onetraker harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.

GOVERNING LAW AND ARBITRATION

This agreement is governed by the laws of Bangalore, India, without regard to conflict of laws principles. Any dispute between Customer and Onetraker arising out of or related to this agreement must be determined by binding arbitration in Bangalore, India, under the then laws governing the Bangalore Mediation Center, depending on whether Customer is located in India or outside India. The decisions of the arbitrators may be entered in any court of competent jurisdiction. Nothing in this agreement prevents either party from seeking injunctive relief in any court of competent jurisdiction. The prevailing party in any arbitration or litigation is entitled to recover its attorneys’ fees and costs from the other party.

CONTACT US

If you have any questions or concerns about our Services or these Terms, you may contact us at contact@ontraker.com