Terms of use

1.1. "Accidental Purchase Window" means the period of seventy-two (72) hours commencing from the moment an automatic charge is processed to the User's payment method, during which the User may submit a refund request under Section 7B.9.

1.2. "Active Use" means any interaction with the Services under a purchased Subscription or Add-On following an automatic charge, including but not limited to: login to the Services, data processing, campaign tracking or any API call made under the relevant plan or Add-On.

1.3. "Ad Spend" means the total advertising expenditure tracked through the RedTrack platform attributable to a User's campaigns during a given Usage Period, as recorded by RedTrack's system pursuant to Section 7A.2.

1.4. "Add-On" means an optional, separately priced feature, module or capacity extension that supplements a User’s base Subscription plan as listed and described on the Website at https://redtrack.io/pricing or User Interface and purchased by the User.

1.5. "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.

1.6. "Authorized User" means any individual who uses the Services as part of a paid Subscription plan purchased by the User, and whom the User has permitted to access the Services under such plan.

1.7. "Availability Requirement" means the obligation of RedTrack to make the Services available at least 99.5% of the time during each Service Period, as further described in Section A.1.1 of Annex 1.

1.8. "Business Days" means days other than Saturdays, Sundays, and public holidays in the Republic of Cyprus.

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

1.10. "Committed Subscription Term" means the then-current, non-cancellable minimum term of the Subscription (monthly or annual).

1.11. "Days" means calendar days unless expressly stated otherwise.

1.12. "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.

1.13. "Downgrade Event" means, with respect to any Usage Period, an event in which the User’s Usage Metrics fell below the threshold applicable to their current Usage Tier, as further described in Section 7A.4.

1.14. "Effective Cancellation Date" means the date thirty (30) Days after RedTrack’s receipt of written notice of termination of an annual Subscription, as further described in Section 7B.3.1.

1.15. "Free User" means any individual who uses the free version of the Services. Free Users have access to a limited set of features and functionality compared to Authorized Users and may obtain access to extended features and functionality by purchasing the respective paid Services.

1.16. "Overage" means usage in excess of the usage amount included in the applicable Usage Tier for the relevant Add-On, as specified on the Pricing Page.

1.17. "Overage Charges" means the fees payable for Overages, calculated at the rates specified on the Pricing Page.

1.18. "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

1.19. "Pricing Page" means the page published by RedTrack at https://redtrack.io/pricing, setting out the current Subscription plans, Add-On offerings, Usage Tier thresholds and applicable fees, as updated by RedTrack from time to time in accordance with Section 13.4.

1.20. "Reaction Time" means the applicable timeframe within which RedTrack will use commercially reasonable efforts to acknowledge and commence investigation of a reported Incident, as further described in Section A.1.5 of Annex 1.

1.21. "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.

1.22. "Refill Date" means the monthly date on which the User's usage allocation (including trackable events and other Usage Metrics) resets for the next Usage Period. For monthly Subscriptions, the Refill Date coincides with the Renewal Date. For annual Subscriptions, the Refill Date occurs monthly on the same calendar day as the Subscription start date. The Refill Date is independent of payment status; usage reset occurs regardless of whether a payment attempt has succeeded or failed.

1.23. "Renewal Date" means the date on which the then-current Subscription term renews (i.e., the monthly or annual anniversary of the Subscription start date).

1.24. "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.

1.25. "Rolling Average" means the average of the User’s Usage Metrics calculated on a rolling basis covering the last twelve (12) Usage Periods (or the full period of the User’s account history, if shorter), as further described in Section 7A.5.1.

1.26. "Remedy" (for Service Failure) means an appropriate remedy provided by RedTrack in accordance with Section 7B.5, which may include, without limitation, a credit against future fees, a partial refund, or an extension of the Subscription term.

1.27. "Service Failure" means a material failure by RedTrack to meet the Availability Requirement or the applicable Reaction Time, where such failure is not caused by any Exception listed in Section A.1.6 of Annex 1.

1.28. "Service Period" means each period of 365 consecutive days starting with the first day of the Subscription term, as further described in Section A.1.1 of Annex 1.

1.29. "Services" refer to the services of performance marketing software solution used for data retrieval, analysis, sorting, warehousing, processing and presentation, including any content and services offered through https://redtrack.io (the "Website"). References to "the Service" (singular) and "the Services" (plural) are interchangeable and refer to the same offering.

1.30. "Subscription" is the access to Services acquired by User under a selected plan, billed on a recurring basis. Depending on the applicable plan type, Subscriptions may be structured on a per Authorized User basis, a Usage Metric basis (including Tracked Revenue or Ad Spend), or an account-based basis, as specified on the Pricing Page.

1.31. "Subscription Billing Cycle" means the recurring monthly or annual billing interval applicable to the User's Subscription fees.

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

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

1.34. "Tracked Revenue" means the total gross revenue tracked through the RedTrack platform attributable to a User's campaigns during a given Usage Period, as recorded by RedTrack's system pursuant to Section 7A.2.

1.35. "Unscheduled Downtime" means the total number of minutes during which the Services are unavailable to all Authorized Users, excluding Exceptions listed in Section A.1.6 of Annex 1.

1.36. "Upgrade Event" means, with respect to any Usage Period, an event in which the User’s Usage Metrics exceeded the threshold applicable to their current Usage Tier, as further described in Section 7A.4.

1.37. "Usage Charges" means all fees calculated by reference to Usage Metrics, including tier-based usage charges, Usage Tier Adjustment Charges (if any), and Overage Charges.

1.38. "Usage Metrics" means Ad Spend, Tracked Revenue, or such other measurable usage metrics as RedTrack may define from time to time, as further described in Section 7A.1.

1.39. "Usage Period" means the rolling monthly measurement period beginning on the anniversary of the User’s Subscription start date in a given month and ending immediately before the next such anniversary, as further described in Section 7A.3.

1.40. "Usage Tier" means a pricing tier determined by reference to the User’s Usage Metrics, as further described in Section 7A.1.

1.41. "Usage Tier Adjustment Charge" means an additional monthly charge applied to annual Subscriptions where the User's Rolling Average results in assignment to a Usage Tier one (1) or more tiers above the Usage Tier selected at the start of the annual Subscription term, as described in Section 7A.5.2.

1.42. "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.

1.43. "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.

1.44. "User Interface" means the web-based graphical interface of the Services accessible by the User and Authorized Users via a supported browser at https://app.redtrack.io, through which Users may manage their account, configure Subscriptions and Add-Ons, access usage data and perform other actions made available by RedTrack from time to time.

Please read these Terms, the Privacy Policy available at https://redtrack.io/privacy-policy/, the Data Processing Agreement available at https://www.redtrack.io/dpa/, and all other documents referred to herein carefully before you start using the Services. 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 which includes the Terms. If you do not agree to the Terms, you must not access or use the Services. 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.

The Agreement is entered into by the User (as defined in Section 1.42). Individuals who access and use the Services fall into one or more of the following categories:

a) "Free Users" (as defined in Section 1.15) — individuals who use the free version of the Services.

b) "Authorized Users" (as defined in Section 1.6) — individuals who use the Services as part of any paid Subscription plan purchased by the User.

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. Where a User operates as an agency managing Services on behalf of third-party clients, such third-party clients are not treated as Authorized Users under the Agreement. The User remains the sole contractual counterparty and is solely responsible for payment obligations and compliance with the Agreement. Where the Agency plan permits consolidated billing, the User may elect to assume payment obligations for some or all managed brand accounts. In such case, fees attributable to the managed accounts will be aggregated with the User's own Subscription fees and presented as separate line items on a single invoice issued to the User. The User's election to assume consolidated billing does not create any contractual relationship between RedTrack and the managed third-party clients, and does not affect the User's sole liability for all amounts due.

RedTrack’s processing of personal data is subject to:

a) the Privacy Policy, which governs RedTrack’s role as controller of personal data relating to Website visitors, prospective customers, and customer personnel (such as account administrators, or billing contacts); and

b) the Data Processing Agreement (DPA), which governs RedTrack’s role as processor (or sub-processor) in relation to personal data that customers make available for processing through the Services (e.g., their own clients’ or end-users’ data).

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.

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.

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.

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.

d) User engages in abusive conduct towards RedTrack personnel, repeatedly files disputes or chargebacks that are determined to be unfounded, attempts to circumvent access restrictions following a prior suspension or registers or attempts to register a new account following a termination under this Section

We will use commercially reasonable efforts to make the Services available in accordance with the service level agreement attached in Annex 1 hereto.

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.

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.

RedTrack reserves the right to permanently ban a User from accessing and using the Services, including preventing the registration of any new account by the same individual or entity, where: (a) the User's account has been terminated pursuant to Section 3.4(b), 3.4(c), or 3.4(d); (b) the User has engaged in fraudulent conduct in connection with the Services, including but not limited to unauthorised chargebacks, identity fraud, or payment fraud; or (c) the User has repeatedly breached the Agreement following prior warnings or suspensions. A permanent ban may be implemented through technical means including blocking of email addresses, payment methods, IP addresses, or company identifiers. RedTrack will notify the User of a permanent ban where it is reasonably practicable to do so. A permanently banned User is not entitled to a refund of any prepaid fees, except where required by applicable law.

RedTrack may provide the User with a demo or free version of the Services. In such cases, the Services shall be provided free of charge. Specification of free plans of the Services are 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 Services if the User uses the free version.

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.

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 Services 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.

RedTrack takes a passive and neutral approach to the content created and uploaded to the Services 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.

RedTrack accepts notices about the appearance of the content within the Services 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 entity submitting the notice, except in cases involving 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.

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 Services 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.

If the User frequently provides manifestly illegal content, RedTrack may suspend the provision of its Services to the User and access to the Services 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.

Paid Services including various add-ons are listed in the Pricing Page available at https://redtrack.io/pricing. If the User wishes to purchase paid Services, it shall complete the purchase through the Website or User Interface, or contact RedTrack via e-mail at [email protected]

User shall pay the fees in accordance with the Pricing Page immediately after the order has been submitted. RedTrack may change the Pricing Page, institute new fees, or increase the fees for next renewal term by providing written notice, including a message delivered as part of the Services 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 in Section 7B, all fees are non-cancellable and non-refundable.

This Section 7.3 applies exclusively to Subscription plans structured on a per Authorized User basis (including Affiliate plan tiers). Plans structured on a Usage Metric basis (including Brand plans based on Tracked Revenue) and account-based plans (including Agency plans) are governed by Section 7A with respect to tier assessment, tier changes, and associated charges. The billing cycle mechanics described in this Section 7.3 apply to all Subscription types unless expressly displaced by Section 7A. 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 Authorized User tiers based on the number of Authorized Users and other factors as published on the Pricing Page. Users may add Authorized Users to their Subscription at any time by ordering such an 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 applicable Authorized User tier on a pro rata basis for the remaining months in User's then-current Subscription term. Each Subscription plan includes a defined allocation of usage (trackable events, Tracked Revenue, or other Usage Metrics as specified on the Pricing Page). For event-based plans: where the User's usage of trackable events exceeds the allocation included in the User's current Subscription plan, the following shall apply: RedTrack will automatically attach a predefined overflow package where the cost of such package is lower than the applicable Overage Charges; where the cost of the overflow package equals or exceeds the applicable Overage Charges, Overage Charges shall apply, calculated at the rates published on the Pricing Page and invoiced on the next billing date following the relevant Usage Period. Where an overflow package is automatically attached, RedTrack will notify the User of this action and inform the User that the overflow package constitutes a recurring charge. RedTrack will also notify the User when usage reaches eighty percent (80%) of the User's current Subscription allocation. Usage continues uninterrupted. For revenue-based plans: where the User's Tracked Revenue exceeds the threshold applicable to the User's current Subscription tier, tier adjustment rules apply as set out in Section 7A. Add-On billing is governed by Section 7A. Refund rules applicable to all Subscription types are governed by Section 7B.

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.

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.

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.

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.

If any automatic payment attempt fails for any reason, RedTrack will make up to two (2) additional attempts to charge the payment method on file within a reasonable period following the initial failed attempt.
If all retry attempts are unsuccessful:

a) RedTrack may temporarily suspend access to the Services or specific features until the outstanding amount is paid;

b) RedTrack’s Customer Support Team may contact the User using the billing or primary account contact details to request updated payment information or settlement of the outstanding amount.

RedTrack reserves the right to suspend access to the Services immediately where payment remains outstanding after the retry attempts. Suspension of the Services does not relieve the User of its obligation to pay all outstanding amounts.

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.

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 is 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.

Certain Subscription plans and Add-Ons offered by RedTrack are priced on a usage-based tier model. Each Usage Tier (as defined in Section 1.40) is determined by the User’s Usage Metrics (as defined in Section 1.38). The applicable Usage Tier thresholds and pricing are published on the Pricing Page at https://redtrack.io/pricing and in the User Interface, and may be updated in accordance with Section 13.4 (Amendment).

7A.2.1  Usage Metrics shall be determined exclusively using data automatically collected and recorded by the RedTrack platform. RedTrack's system-recorded metrics shall constitute the sole authoritative measurement for the purposes of tier assessment under this Section 7A.

Usage Metrics are measured on a rolling monthly basis. Each Usage Period begins on the anniversary of the User's Subscription start date in a given month and ends immediately before the next such anniversary (each, a Usage Period, as defined in Section 1.39), with time measured in UTC. The Usage Period is determined by reference to the User's Subscription start date and is not aligned to calendar months. The Usage Period is independent from the User's Subscription Billing Cycle.

Within five (5) days following the end of each Usage Period, RedTrack will assess the User's Usage Metrics and determine whether an Upgrade Event (as defined in Section 1.36) or a Downgrade Event (as defined in Section 1.13) has occurred.

7A.5.1 For the purposes of tier assessment, Usage Metrics are evaluated on a rolling basis covering the last twelve (12) Usage Periods (or the full period of the User's account history, if shorter than twelve Usage Periods), as measured on the assessment date (the Rolling Average, as defined in Section 1.25). An Upgrade Event occurs when the User's Rolling Average exceeds the threshold applicable to their current Usage Tier. The same assessment methodology applies regardless of whether the Rolling Average is based on twelve (12) Usage Periods or a shorter account history; no minimum account history is required before a tier upgrade may occur. Upon an Upgrade Event, the User will automatically be assigned to the corresponding higher Usage Tier effective on the first day of the User's next Subscription Billing Cycle following the relevant Usage Period. The fees applicable to the upgraded Usage Tier shall be charged in the first Subscription Billing Cycle following the effective date of the tier upgrade.

7A.5.2. Where the User maintains an annual Subscription and an Upgrade Event results in the User being assigned to a Usage Tier that is one (1) or more tiers above the Usage Tier selected at the start of the annual term, RedTrack may apply a monthly Usage Tier Adjustment Charge reflecting the price difference between (i) the Usage Tier selected at the start of the annual term and (ii) the higher applicable Usage Tier. The Usage Tier Adjustment Charge shall

a) be charged automatically to the payment method on file or invoiced (as applicable) in arrears in the first billing run following the tier assessment under Section 7A.4

b) apply prospectively beginning on the first day of the Subscription Billing Cycle following the tier assessment under Section 7A.4

c) not apply retroactively to any Usage Period prior to the effective date stated in Section 7A.5.1

d) not modify the Subscription start date or the Committed Subscription Term;

e) be reduced or discontinued upon a Downgrade Event in accordance with Section 7A.6.2.

Alternatively, the User may elect to upgrade to the applicable higher Usage Tier for the remainder of the Committed Subscription Term by paying a one-time charge equal to the price difference between the current and higher Usage Tier multiplied by the number of remaining months in the annual term. Upon such election and payment, the monthly Usage Tier Adjustment Charge shall cease to apply

7A.6.1.  Eligibility.  For revenue-based Subscription tiers (Brand plans), a downgrade becomes available when the User's Rolling Average remains below their current Usage Tier threshold for one (1) consecutive Usage Period. For ad spend-based Add-On tiers, a downgrade becomes available when the User's rolling average monthly ad spend remains below the current tier threshold for one (1) Usage Period.

7A.6.2.  Effective Date. For both monthly and annual Subscriptions, a downgrade takes effect on the first day of the Subscription Billing Cycle following confirmation of eligibility under Section 7A.6.1. For annual Subscriptions, the annual base fee remains unchanged for the Committed Subscription Term; the downgrade reduces any applicable Usage Tier Adjustment Charge from the effective date of the downgrade.

7A.6.3.  Limitations.  A downgrade: 

a) applies only to future recurring charges; for annual Subscriptions, the effect of a downgrade on any applicable Usage Tier Adjustment Charge is governed by Section 7A.6.2.

b) does not entitle the User to refunds for periods already billed at a higher tier

c) is not available for Add-Ons subject to a minimum tier commitment or contracted minimum term as specified on the Pricing Page or in a separate order form; for the avoidance of doubt, a Usage Tier Adjustment Charge applied to an annual Subscription pursuant to Section 7A.5.2 is not subject to a minimum tier commitment and may be reduced or discontinued upon a Downgrade Event in accordance with Section 7A.6.2, unless a minimum tier commitment is expressly stated in the applicable Add-On plan documentation made available to the User at the time of purchase

d) does not affect Usage Charges already incurred

7A.6.4.  User-Initiated Downgrade.  Where the applicable Add-On plan permits a user-initiated downgrade, such request shall be governed by the eligibility, timing, and limitation rules set out in this Section 7A.6.

7A.6.5. For account-based Subscription tiers (Agency plans), tier changes are initiated manually by the User. A downgrade takes effect on the first day of the next Subscription Billing Cycle following the User's request. No usage period assessment or consecutive period requirement applies.

RedTrack will notify the User of any upcoming tier upgrade or downgrade by: (a) email to the primary account or designated billing contact email address; and/or (b) in-Service notification. Notifications will be issued no later than three (3) Days before the first day of the Subscription Billing Cycle in which the new Usage Tier becomes effective. Failure by the User to review any such notification does not affect the validity of the tier adjustment.

7A.8.1.  The User authorises RedTrack to charge all fees associated with the User's applicable Usage Tier automatically to the payment method on file. Where an Add-On is purchased after the start of the User's current Subscription Billing Cycle, the initial charge for such Add-On will be calculated on a pro-rata basis from the date of purchase to the next Refill Date. From the following Subscription Billing Cycle, the Add-On fee will be charged in full in accordance with the User's standard billing schedule.

7A.8.2.  Add-On fees are non-refundable once charged, whether billed monthly or annually. Any applicable refund rights are governed exclusively by Section 7B.

If the User believes a tier adjustment was applied in error, the User must submit a written dispute to [email protected] within fifteen (15) Days of the date of the tier-adjustment notification. RedTrack will review all available data in good faith and respond in writing within fifteen (15) Days. Failure to submit a timely written dispute constitutes the User’s acceptance of the applicable tier adjustment. A dispute under this Section does not suspend the User’s payment obligations.

The User is solely responsible for monitoring its Ad Spend, Tracked Revenue and other Usage Metrics. RedTrack provides usage dashboards and periodic reports within the Services for this purpose. The User acknowledges that continued use of the Services may result in automatic tier adjustments in accordance with this Section 7A.

RedTrack may update Usage Tier definitions, thresholds, metrics or calculation methodologies in accordance with the amendment procedure set out in Section 13.4. Any such updates will apply prospectively only from the date they take effect and will be communicated to Users in advance as required under Sections 13.4 and 7A.7.

The Subscription Billing Cycle governs recurring Subscription fees only. Usage measurement, tier assessments, and overage billing are governed exclusively by the applicable Usage Period and are independent from the Subscription start date, Renewal Date or Committed Subscription Term. Post-factum charges, including Overage Charges and usage-based consumable charges (such as trackable events and API calls), are measured from Refill Date to Refill Date as defined in Section 1.22 and invoiced in the first Subscription Billing Cycle following the end of the applicable measurement period. Overage Charges are invoiced separately on a monthly basis.

Except as expressly provided in this Section 7B, all amounts paid by the User to RedTrack are non-refundable. This includes, without limitation, fees for monthly Subscriptions, annual Subscriptions, Add-Ons (whether monthly or annual), one-time fees, and Usage Charges. The non-refundability of fees is not contingent on the User’s actual use of the Services.

Monthly Subscription fees and monthly Add-On fees are non-refundable in all circumstances. No partial-period refunds will be issued for cancellations, downgrades, or terminations taking effect during a Subscription Billing Cycle.

7B.3.1. Notice. The User may terminate an annual Subscription for convenience upon at least thirty (30) days prior written notice. For the purposes of this Section, written notice includes (i) an email notice delivered in accordance with Section 13.5, or (ii) submission of a cancellation request through the User Interface account cancellation workflow (where available). Annual Subscriptions cannot be cancelled via the User Interface without prior written notice as set out in this Section. The termination shall become effective thirty (30) Days after RedTrack's receipt of such notice (the "Effective Cancellation Date").

7B.3.2. Recalculation. Upon early termination the annual Subscription fees shall be recalculated as if the User had subscribed at the standard non-discounted monthly rate in effect at the time of purchase, for the period from the Subscription start date through the Effective Cancellation Date.

7B.3.3. Settlement. If the amount paid upfront exceeds the recalculated amount, RedTrack shall refund the difference to the original payment method. The refund will be processed in accordance with Section 7B.6.

7B.3.4. Usage Charges. Usage Charges (including any Overage Charges and any tier-based usage charges) remain separately payable and are not subject to recalculation.

Annual Add-Ons are subject to the same early termination and recalculation rules set out in Section 7B.3.

If RedTrack fails to meet the Availability Requirement during any given Service Period and the User submits a written request to [email protected] within thirty (30) Days of the end of the relevant Service Period, RedTrack will provide an appropriate remedy not exceeding the pro-rata portion of the Subscription fees and Add-On fees attributable to the affected Service Period. The nature and form of such remedy shall be determined by RedTrack at its reasonable discretion and may include, without limitation, a credit against future fees, a partial refund, or an extension of the Subscription term. Any remedy provided under this Section constitutes the User's sole and exclusive remedy and RedTrack's entire liability for any failure to meet the Availability Requirement.

All approved refunds will be processed to the original payment method used for the relevant transaction within ten (10) Business Days of RedTrack’s confirmation of the refund. The date of the refund shall be deemed to be the date on which RedTrack submits the refund payment to its payment processor or bank. RedTrack is not responsible for delays attributable to the User’s bank or payment provider. Refunds will be issued in the currency of the original transaction.

No refund or credit will be issued in the following circumstances:

a) the User’s Subscription or Add-On is terminated by RedTrack for breach pursuant to Sections 3.4 or 12.2(b);

b) the User’s account is suspended or terminated due to a Chargeback under Section 7.9;

c) the User voluntarily cancels a monthly Subscription or monthly Add-On;

d) the User fails to use or benefit from the Services;

e) the User downgrades their Subscription or Add-On tier.

For voluntary early cancellation of an annual Subscription, the financial consequences are governed exclusively by Section 7B.3.

Nothing in this Section 7B limits or excludes any refund rights the User may have under mandatory applicable law in the jurisdiction in which the User is established. RedTrack acknowledges that consumer protection laws, including statutory cooling-off periods, do not apply to the Services, which are designated exclusively for business users as stated in Section 3.2.

7B.9.1 Notwithstanding the general non-refundability of fees under Section 7B.1, where a User's payment method is automatically charged and the User believes the charge was made in error or the purchase was unintended, the User may request a refund by submitting a written request to [email protected] within seventy-two (72) hours of the automatic charge being processed (the "Accidental Purchase Window").

7B.9.2 A refund under this Section will be granted at RedTrack's discretion, subject to the following conditions being met: (a) the request is submitted within the Accidental Purchase Window; (b) the User has not made Active Use (as defined in Section 1.2) of the purchased Subscription or Add-On during the period between the charge and the refund request; and (c) the request is the User's first accidental purchase refund request within any rolling twelve (12) month period.

7B.9.3 Refunds granted under this Section will be processed to the User's original payment method within ten (10) Days of RedTrack's approval of the request. Approval or denial of a request under this Section shall be communicated to the User within five (5) Days of receipt of the request.

7B.9.4 This Section applies to automatic charges only, including subscription renewals and automatic tier upgrades under Section 7A. It does not apply to purchases manually initiated by the User through the User Interface.

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.

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.

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.

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.

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.

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.

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.

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 applicable law, RedTrack specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, as well as 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 the 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 concerning such materials is strictly between the User and the third-party owner or distributor of those materials. The Services do 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.

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).

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.

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.

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 defence 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 defence 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.

This Section 10 sets forth the 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 a third party

To the maximum extent permitted under applicable law, in no event will RedTrack or any of its affiliates, licensors, service providers, 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, or otherwise, for any:

a) loss of production, use, business, revenue, or profit, or diminution in value;

b) impairment, inability to use, 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; or

f) any such losses or damages, regardless of whether the User was advised of the possibility of such losses or damages or whether such losses or damages were otherwise foreseeable, and notwithstanding the failure of any agreed or other remedy of its essential purpose.

To the maximum extent permitted by applicable law, the collective aggregate liability of RedTrack and its affiliates, licensors, service providers, and suppliers arising out of or relating to the Agreement, whether arising in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the total amounts paid or payable by the User to RedTrack under the Agreement in the twelve (12) month period preceding the event giving rise to the claim.

The foregoing limitation shall not apply to:

a) the User’s payment obligations under the Agreement;

b) the User’s indemnification obligations under Section 10;

c) either party’s breach of its confidentiality obligations under Section 8;

d) liability arising from fraud or wilful misconduct; or

e) any liability which cannot be limited or excluded under applicable law.

The limitations set forth in this Section apply even if any remedy fails of its essential purpose.

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.

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.

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, these 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 the User terminates the Agreement pursuant to Section 12.2(a), the User will be relieved of the obligation to pay Subscription fees attributable to periods following the effective date of such termination. If RedTrack terminates the Agreement pursuant to Section 12.2(b) or otherwise due to the User’s breach, all fees that would have become payable had the Agreement remained in effect until expiration of the then-current Subscription term shall become immediately due and payable, and the User shall pay such fees together with all previously accrued but unpaid amounts. If RedTrack is unable to charge such amounts automatically to the payment method last selected by the User, the User shall pay the invoiced amount upon receipt. For the avoidance of doubt, where termination of an annual Subscription is governed by Section 7B (Refund Policy), including voluntary early termination under Section 7B.3 or termination due to RedTrack’s uncured material breach, the financial consequences of such termination shall be determined exclusively in accordance with Section 7B.

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.

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.

Neither party may assign nor 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.

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.

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 Services. 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 Services 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.

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.

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.

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.

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.

RedTrack will make the Services 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 terminates before the end of a Service Period, Availability shall be calculated solely based on the elapsed portion of that Service Period.

Availability is calculated as:
(Total minutes in the applicable Service Period – Unscheduled Downtime) ÷ Total minutes in the applicable Service Period × 100.

Unscheduled Downtime (as defined in Section 1.35) is the total number of minutes during which the Services are unavailable to all Authorized Users, excluding Exceptions listed in Section A.2.6.

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

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 Services 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.

Incident report is not complete and does not cause any Reaction time to run unless it contains all information set forth in Section A.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. 

RedTrack will use commercially reasonable efforts to acknowledge and commence investigation of reported Incidents within the following timeframes (the Reaction Time, as defined in Section 1.20):

Reaction Time means the time to initial acknowledgment and start of investigation, and does not constitute a resolution time commitment.

RedTrack recognizes the following categories of Incidents:

For clarity, a Service Failure occurs only where RedTrack materially fails to meet the Availability Requirement or the applicable Reaction Time and such failure is not caused by any Exception.

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 Services pursuant to the Agreement.

e) scheduled downtime, or

f) force majeure event.

RedTrack may schedule downtime for routine maintenance of the Services between the hours of between 02:00 and 05:00 UTC provided that RedTrack gives you at least 2 hours prior notice.

Any remedy provided under Section 7B.5 constitutes the User's sole and exclusive remedy and RedTrack's entire liability for any Service Failure. The scope, form, and limitations of such remedy are governed by Section 7B.5.