Platform Services Agreement

TrackDrive

Platform Services Agreement

This Platform Services Agreement (the “Agreement”) constitutes a legally binding contract by and between TrackDrive, LLC, a Colorado limited liability company ( “TrackDrive,” “we,” “our,” or “us”), and the customer, person, entity, or party agreeing to these terms, (“Customer,” “you,” “your” or “yourself”). This Agreement governs your access to and use of any and all products and services owned or provided by TrackDrive to you under this Agreement including the TrackDrive Platform and Services (defined below). TrackDrive and Customer may each be referred to as a “Party” and collectively as “Parties.”

PLEASE REVIEW THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICE. This Agreement contains a mandatory arbitration provision and require you to defend and indemnify TrackDrive for any claim arising from your use of the Service.

This Agreement is effective when Customer clicks to accept it, or otherwise agrees to it whether through signup, the checkout process, through an applicable Service Order, or through other means (the “Effective Date”). Customer acknowledges and agrees that notice shall be given to Customer at the address provided in an applicable Service Order or, if there is no then-current Service Order, at the address indicated in the Customer’s user account with the Services.

BY CREATING AN ACCOUNT AND USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT IN ITS ENTIRETY, THAT YOU UNDERSTAND THIS AGREEMENT AND THAT YOU ARE ENTERING INTO A LEGALLY BINDING AGREEMENT WITH TRACKDRIVE. IN THE EVENT YOU DO NOT AGREE TO ACCEPT ANY OF THE TERMS CONTAINED HEREIN, YOU ARE NOT PERMITTED TO USE OUR SERVICE. THE INDIVIDUAL ENTERING INTO THIS AGREEMENT REPRESENTS THAT HE OR SHE IS AT LEAST 18 YEARS OF AGE.

This Agreement consists of these terms, our website Terms of Use, our Privacy Policy, and may consist of any Service Order(s) as well as any addenda executed by the Parties. In the event of a conflict or inconsistency among the documents, the order of precedence shall be: (1) the applicable addenda, (2) the applicable Service Order, and (3) this Agreement. The Parties acknowledge that this Agreement is supported by valuable consideration, the receipt of which is also acknowledged, and hereby agree as follows:

DEFINITIONS:

“Your Content” means all third-party contact information, messages, data, text, video, photos, audio and all other materials and information (including personal information of your users and contacts) that you upload to the Platform or that is uploaded via your account, and includes “Content” as defined in Section 2.1;

“Platform” means TrackDrive’s services, software, applications, technology, and communications platform(s) made available on or through the Site or any mobile applications.

“Service” or “Services” means any and all products or services provided to you under this Agreement, and shall include the Platform unless expressly stated otherwise.

“Service Order” means any service order, insertion order, or other agreement that specifies the scope and fees and costs of any TrackDrive Platform or Services purchased by you and that is executed by you and TrackDrive.

“Site” shall mean TrackDrive.net, or the then current-website belonging to TrackDrive through which the Services are made available.

“TrackDrive MCP” shall mean TrackDrive’s model context protocol and connection framework allowing for the integration and connection of supported artificial intelligence agents, including the tools, resources, prompts, hardware, and software relating thereto.

1. Platform Access & Restrictions.

1.1. Access Rights Grant. TrackDrive grants You a non-transferable, non-exclusive, revocable, limited right to access and use the Services as made accessible to You and for the limited purpose of managing/conducting individual SMS and telephone call campaigns, both directly and/or on behalf of third-party clients, and to access and use campaign analytics. We shall exclusively retain all rights not expressly granted to You as set forth in this Agreement in and to each separate component comprising our Platform, together with, and without exclusion or reservation, all trademarks, trade secrets and any other proprietary rights inherent therein and related thereto. Access and use rights in and to the Platform and Service are being granted and not sold to You under the terms and conditions of this Agreement. All content other than Your Content (defined above), features and functionality and each separate element/component of our Service and Platform are owned exclusively by TrackDrive and are protected by copyright, trademark, and other intellectual property laws. You acknowledge and agree that any derivative works, improvements, or modifications to the Platform created by You or anyone else shall be owned exclusively by TrackDrive. Our trademarks, including the mark TRACKDRIVE and our design marks/logos, all copyrighted material, any patents, and any other protectable components of the Platform generally are the intellectual property of TrackDrive and/or its licensors. TRACKDRIVE IS ONLY A PLATFORM TO FACILITATE MESSAGING AND COMMUNICATIONS. YOU HAVE SOLE RESPONSIBILITY AND LIABILITY FOR THE CONTENT AND TRANSMISSION OF YOUR MESSAGES AND COMMUNICATIONS.

1.1.1. Platform Availability. In our sole discretion, we may set, impose or enforce limits on your use, or restrict your access to some or all of the Service features, change, discontinue, suspend or terminate the availability of some or all of your Content or any other separate feature of the Service at any time for any reason with or without notice to You. We will not be liable to You for any damages of any kind as a result of any such future restriction, modification, deletion, discontinuation, suspension and/or termination including access to any Content.

1.2. Taxes. Your ability to access and use the Service or any separate functionality of the Service in connection therewith may require the payment of third party fees and charges (including but not limited to fees and charges such as Internet service provider fees, or fees or taxes imposed on Internet service, including any sales or use taxes, by governmental agencies). You are responsible for paying all such fees, charges and taxes. We are not responsible for any equipment You may need to be able to access or use the Service.

1.3. User Account. You are required to set up a TrackDrive account to use the Service. You may not use the username or password of any other person, nor may You circumvent any authentication mechanism requiring the entry of usernames, passwords, or any other information to gain unauthorized access to the Service. You are responsible for the quality and integrity of the data in your account. You agree and acknowledge that You are authorized to submit any information that you provide through your account. You agree to take all reasonable precautions to prevent unauthorized access to your account and agree to immediately notify TrackDrive of any suspected or actual unauthorized access. TrackDrive shall not be liable for any loss incurred by You or any third party relating to your account, including unauthorized access or if the Service is not continuous. You are responsible for any loss incurred by TrackDrive or its agents for activity under your account. Your account may be suspended, disabled, or terminated at any time for any reason, including for violation of this Agreement. If TrackDrive suspends or terminates your account, it will make reasonable efforts to notify You after doing so.

1.4. Term, Suspension and Termination.

1.4.1. Term of Agreement. Your rights to access and use the Service shall begin on the Effective Date and shall continue until either such access rights are terminated by TrackDrive or upon any cancellation by You (the "Term"). These Terms shall also terminate immediately upon the windup, dissolution, or insolvency of either party, whether voluntary or not.

1.4.2. Suspension and Termination Without Notice. TrackDrive reserves the right to immediately suspend or terminate your account, this Agreement, and/or your access to the Service at any time, for any reason not prohibited by law, without advance notice to You. This includes, but is not limited to:

• Breach of Agreement: Any violation of the terms of this Agreement, including violations of Section 2 (Platform Use Compliance & Restrictions) or failure to pay applicable fees under Section 3;
• Third-Party Discontinuation: If We are unable to access or use any of the third-party services required to operate the Service, or if such services are discontinued, become obsolete, or are otherwise not commercially available;
• Regulatory or Carrier Action. If directed, requested, or recommended by any regulatory authority (including the FCC, FTC, or State Attorneys General), the Industry Traceback Group (ITG), or any upstream telecommunications carrier, or if TrackDrive determines in its sole discretion that your traffic poses a legal, financial, or reputational risk to TrackDrive's network integrity;
• Any other reason described in this Agreement.

1.4.3. Effect of Termination. Upon termination, your access to the Service and your access to any Campaign Content, including the Content dashboard, will be immediately disabled, and You shall immediately cease all use of the Service. TrackDrive shall have no obligation to maintain, retain, export, or provide You with access to any of Your data, call logs, PII, or Consent Records following termination, and TrackDrive reserves the right to immediately and permanently delete all such information from its servers without liability, except as required by applicable law.

1.4.4. Release of Liability. TrackDrive shall not be liable to You or to any third party for any loss caused by any suspension or termination of the Service or termination of your access to the Service, including any damage or loss to any data, call recordings, computers, systems, or network, whether reasonably anticipated or not.

1.5. Cancellation.

1.5.1. Method of Cancellation. You may cancel your account and rights to access and use the Service at any time, for any reason, directly through your account dashboard or by contacting TrackDrive customer support.

1.5.2. Access. Cancellation requests require up to three (3) calendar days to process. Upon processing, We will cease new recurring charges to your payment method, but your account and access to the Platform will remain active until the conclusion of your current subscription period or monthly commitment cycle.

1.5.3. Outstanding Financial Obligations. Cancellation of your account does not relieve You of the obligation to pay for any Service Fees as utilized prior to the effective date of cancellation. You acknowledge and agree that you remain fully responsible for any outstanding usage fees, fractional billing, and delayed carrier surcharges or compliance penalties resulting from your traffic, even if such fees are assessed by upstream carriers after your account has been closed, and even if we did not advise you of such fees.

1.5.4. Loss of Data and Telephony Assets. Upon expiration of the Term, your access to the Platform will be terminated. You acknowledge that all Campaign Content, call logs, and call recordings will become inaccessible, and any rented telephony assets (including local DIDs and Toll-Free Numbers) will be immediately released back to the upstream carriers and cannot be recovered.

1.6. Force Majeure. Notwithstanding the foregoing, TrackDrive will be excused from any failures or delays, and will not be liable for any failures or delays, in delivery or performance of the Services, Platform, or Sites if such failure or delay is attributable to causes beyond our reasonable control including but not limited to weather, acts of God, natural disaster, war, terrorist attack, disease, epidemic/pandemic/public health emergencies, criminal activity, riot, civil unrest, strike, utility failure, inability to obtain and/or denial of services essential to the operation of the Service (including acts or omissions of third-party telecommunications and hosting providers), telecommunications network failures or degradation, Distributed Denial of Service (DDoS) attacks, malicious attacks, or cyber-terrorism, or any other true force majeure event. Nothing in this section shall excuse or delay your obligations to TrackDrive under this Agreement.

1.7. Platform Access Restrictions. Without express, written authorization from TrackDrive, You are not authorized to and You shall not: (i) reverse engineer, decompile, disassemble, reverse assemble, or modify any Platform source or object code or any software or other products, or processes accessible through any portion of the Platform; (ii) engage in any activity that interferes with another user’s access to the Platform or the proper operation of the Platform, or otherwise causes harm to the Platform, TrackDrive, , or other users of the Platform; (iii) interfere with or circumvent any security feature of the Platform, or Site, or any feature that restricts or enforces limitations on use of or access to the Platform or the Site; (iv) attempt to gain unauthorized access to the Platform, other computer systems or networks connected to the Platform or Site, through password mining or any other means; (v) sell, resell, sublicense, share, rent or lease the Platform to any third party, except as provided in this Agreement; (vi) access the Platform for purposes of monitoring its availability, performance, reliability or functionality, or for any other benchmarking or competitive purposes; (vii) use the Platform to violate applicable Law; (viii) access the Platform to create, train, enhance, benchmark, or improve any competing product or service, including using the Platform, data, or outputs for competitive analysis or model training; (ix) otherwise violate this Agreement; (x) run services that materially interfere with, or impose an unreasonable or disproportionately large load on, the Services or underlying infrastructure; (xi) disable, bypass, or modify resource controls (including CPU, memory, disk, IOPS, bandwidth caps) or attempt to gain elevated privileges in shared environments; (xii) probe, scan, or test the vulnerability of any system or network without express written authorization; or (xiii) use IP addresses, domains, or certificates not assigned to you by TrackDrive; (xiv) fail to implement reasonable access controls, rotate credentials/keys, apply security patches to your hosted applications, or otherwise maintain the security of Your Content; (xv) engage in white-labeling or other reselling including but not limited to Co-branding, co-marketing, white-labeling, distributing, syndicating, or using the Platform or Service to build, offer, or operate a service that is similar to or competitive with TrackDrive; (xvi) scrape or index in any manner, including but not limited to use of any robot, spider, scraper, deep-link, or other automated data gathering or extraction tools to access, acquire, copy, or index any portion of the Services, its infrastructure, or its underlying data, except through explicitly authorized and published TrackDrive APIs and TrackDrive’s MCP in accordance with our API documentation; or (xvii) engage in any commercial misuse of assets including but not limited to copying, modifying, or using any text, graphics, headers, banners, images, videos, applications, files, or any other separate Services or Platform element for any purpose outside of the access rights expressly granted to You under this Agreement.

1.8. Platform Security Restrictions. At all times during your access and use of our Service, You strictly agree that You shall not:

1. attempt to interfere with, disrupt, disable, overburden or limit the Service via automated means;

2. attempt to bypass, probe, scan or test any existing security measures or authentication mechanisms;

3. use spam, malware, bots or other malicious code;

4. provide unauthorized third parties with access to the Platform or your account without express written permission from TrackDrive; or

5. forge, modify, or falsify any network packet or protocol header or SIP metadata.

2. Service Use.

2.1. General Responsibility and Content Ownership. You are solely responsible for all content and information that You send or transmit via phone call, SMS/MMS message, instant messages, email, mail, or other form (“Content”), including its legality, reliability, and appropriateness.

2.1.1. Warranties. You warrant that You own or have the right to use your Content, have obtained lawful consent from all parties with whom You interface, and are not violating any privacy, proprietary, or other rights of others. 2.1.2. Account Liability. You are solely responsible for all acts or omissions that occur under your account.

2.1.3. Regulatory Compliance Documentation. You are responsible for filing, subscribing, and holding appropriate regulatory compliance documentation as required by competent jurisdictions and/or purchasing access to any do-not-call lists.

2.1.4. Registration. In order to fully access or use the features and services available through the Platform, you will be required to first register for an account through our online registration process. To use and access the Services, you must be at least eighteen (18) years of age and authorized to bind the specific entity on whose behalf you are accessing and using the Services. Accounts may not be shared among multiple users whether or not users work for the same entity. Registered accounts may only be used when logged in from a singular device at a time (i.e. multiple electronic devices may not be logged in to the same account simultaneously).

2.1.5. Third-Party Representation. To the extent You represent or act on behalf of a third-party, You assume all liability for such third parties and will ensure they comply with this Agreement and all applicable law. You further warrant that you have the authority to enter into this Agreement on behalf of any third-party you claim to represent or act on behalf of.

2.2. ZERO-TOLERANCE POLICY FOR LEGAL VIOLATIONS; COMPLIANCE WITH APPLICABLE LAWS. TrackDrive has a zero-tolerance policy toward violations of the law. You represent and warrant that You will not violate any applicable local, state, federal, international, or other statutes, laws, ordinances, rules, regulations, or industry standards in connection with using the Service. Any such violation constitutes a material breach of this Agreement. This includes, but is not limited to: (i) the Federal Trade Commission’s amended Telemarketing Sales Rule (16 C.F.R. Part 310); (ii) the Telephone Consumer Protection Act of 1991 (47 U.S.C. § 227; 47 C.F.R. §64.1200); (iii) all of the Federal Rules and Regulations implementing or relating to the National Do Not Call (“DNC”) Registry; and (iv) laws relating to privacy, data security, and the processing, storage, protection, and disclosure of personal data, including, but not limited to, the California Consumer Privacy Act and its implementing regulations, California Privacy Rights Act and its implementing regulations, Connecticut’s Act Concerning Personal Data Privacy and Online Monitoring, Colorado Privacy Act and its implementing regulations, Utah Consumer Privacy Act, Virginia Consumer Data Protection Act, and the Gramm-Leach-Bliley Act and its implementing regulations (collectively, “Applicable Laws”). You further represent and warrant that you will use data derived from the DNC Registry solely to comply with said rules and otherwise prevent telephone calls to telephone numbers on the DNC Registry. You are solely responsible for ensuring compliance with Applicable Laws.

2.3. CONSUMER CONSENT AND RECORD-KEEPING. You agree to have the prior express written consent of each recipient contacted by or on behalf of You by phone call, SMS/MMS message and/or instant message, or any other type of message requiring prior express written consent or similar consent under applicable Federal, state, or local laws.

2.3.1. Mandatory Consent Language. In addition to any language required to make your conduct comply with all laws, You are required to use language that is i) legally sufficient to transmit the type of communication under the Applicable Laws; and ii) is the same or substantially the same as the following in obtaining consumer consent: "I agree to receive offers and other communications via [calls, fax, text message, and instant message] from [You] and TrackDrive, LLC including by automatic telephone dialing systems, automated system, or pre-recorded messages and/or artificial voice. I understand consent is not a condition of purchase. I agree to binding arbitration for any disputes. Message and data rates may apply."

2.3.2. Consent Records. You shall maintain records evidencing such consent (“Consent Records”) for a minimum of five (5) years, or for the maximum duration required by applicable state or federal law, whichever is longer. These records must include, at a minimum: (i) opt-in date and time, (ii) source, (iii) first and last name, (iv) address, (v) phone number, and (vi) any other information collected.

2.3.3. Record Production. You agree to provide such Consent Records to TrackDrive within two (2) business days of any request. You warrant that anyone acting on your behalf has expressly agreed to maintain such Consent Records pursuant to the terms of this Agreement, and shall provide them upon demand to TrackDrive.

2.3.4. Suppression Lists. To the extent TrackDrive provides a suppression list for phone numbers to You, You shall regularly review and scrub your phone number list against such suppression list no less than every three (3) business days and shall not at any time send any text messages or make calls whatsoever to any individuals on such suppression list.

2.3.5. Customer Privacy Policy Requirement: To utilize the SMS/MMS functionalities of the Service, You represent and warrant that You maintain a publicly accessible Privacy Policy on your website(s). To comply with A2P 10DLC guidelines, your Privacy Policy must explicitly state that consumer mobile phone numbers, SMS consent, and text messaging opt-in data will not be shared with or sold to third parties or affiliates for marketing or promotional purposes.

2.3.6. External Storage of Consent Records. You acknowledge and agree that the Platform is a real-time communications routing system and is not designed, intended, or guaranteed to serve as a permanent or long-term data repository for Your Consent Records. You are strictly responsible for independently exporting, downloading in real time (e.g., via API or webhook) or at frequent, regular intervals, and storing all Consent Records in Your own external, secure systems to fulfill Your compliance and record-keeping obligations under Applicable Law. TrackDrive assumes no liability whatsoever for the loss, auto-deletion, or unavailability of any Consent Records stored solely within the Platform.

2.3.7. Automated Data Redaction. To comply with data minimization principles, you acknowledge and agree that TrackDrive’s Platform includes automated routines that redact or obfuscate Personally Identifiable Information (PII), including names, birthdates, and physical addresses, from inactive data and system logs after a default period of ninety (90) days. While You may have the ability to adjust these redaction parameters within Your account settings, You are solely responsible for exporting and securing all PII necessary to prove Your TCPA and regulatory compliance (including complete Consent Records) prior to any automated redaction. TrackDrive shall bear no liability for Your inability to defend against regulatory or third-party claims due to the automated redaction of PII from Your account.

2.4. Monitoring, Enforcement, and Litigation.

2.4.1. Content Review. TrackDrive reserves the right, but has no obligation, to review your Content and to reject, modify, or remove Content for any reason without notice or explanation, including for violations of this Agreement or the law. We assume no responsibility to investigate any Campaign Content either before any Campaign Content is uploaded or after the same is initiated or published. We shall not be responsible or liable to You for any damages whatsoever of any kind for any Campaign Content which is ultimately relied upon by You for any purpose whatsoever.

2.4.2. Right to Monitor. You agree to allow TrackDrive to use any reasonable means of monitoring your use of the Service for non-compliant activity.

2.4.3. Information Requests. You agree to promptly provide any information requested by TrackDrive or its agents that is reasonably related to your compliance with the law or this Agreement.

2.4.4. Litigation Notification. To the extent that You become aware of any litigation or investigation concerning your marketing practices or procedures, irrespective of whether such litigation relates to TrackDrive, You shall immediately notify TrackDrive of such litigation or investigation.

2.4.5. Call Recording, Transcription, and AI Review. TrackDrive may record and transcribe calls routed through the Services and Platform and may use resulting recordings and transcripts in accordance with our Privacy Policy. TrackDrive may additionally use artificial intelligence or other automated tools to review such recordings and transcripts solely for i) detecting fraud or other activity that may warrant suspension or banning; ii) quality-assurance purposes; or iii) for any other purpose described in our Privacy Policy. TrackDrive may, in its sole discretion, limit recording, transcription, or review to a certain percentage of calls or a defined period or time window. Nothing in this clause obligates TrackDrive to record, transcribe, monitor, or review any particular call or percentage of calls. You shall remain solely responsible for compliance with all Applicable Laws.

2.5. Use Restrictions. United States federal and state laws, regulations, and rules prohibit the dissemination and communication with respect to certain industries, services, content, and products. We may, in our sole discretion, update, expand, or modify prohibited uses at any time, with or without notice, and any content or campaigns we deem risky or objectionable may be blocked or removed; repeated or material violations may result in immediate suspension or termination without refund. The following prohibitions apply to Your Content, hosted applications, websites, domains, DNS records, and any traffic you originate or route through the Platform or Services. Therefore, TrackDrive prohibits any use of the Services or dissemination of any content via the Services in connection with any of the following:

i. Activities that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, libelous, defamatory, scandalous, or abusive, or that violate any right of any third party, or are otherwise objectionable;

ii. Storage or transmission of infringing, libelous, or otherwise unlawful or tortious material, or material in violation of third-party privacy rights;

iii. Pornography, sexual products, otherwise sexually explicit material, or escort services;

iv. Illegal drugs, illicit substances, drug contraband, or drug-related derivative products; including CBD, cannabis, or Hemp, as well as the industries associated with such items, which includes without limitation financing, marketing, manufacturing, or commercializing related products or services;

v. Alcoholic beverages, especially any promotion of alcohol to persons under twenty-one (21) years of age;

vi. Pirated computer programs, viruses, worms, Trojan horses, or other malicious or harmful code;

vii. Violate any Applicable Law or applicable legal requirement;

viii. Instructions or materials for the assembly of bombs or other weapons;

ix. Disclosure of anyone’s private or personally identifying information without such party’s prior express written consent (or parents’ prior express written consent in the case of a minor);

x. Material that displays any person under eighteen (18) years of age in an illicit or otherwise exploitative manner;

xi. On the basis of the practices and standards of your industry and community, any illegal or improper promotion to persons under eighteen (18) years of age;

xii. Products, services, or content commonly associated with unsolicited commercial messages (a.k.a. spam), including, but not limited to, online and direct pharmaceutical sales (e.g., health and sexual well-being products), work-at-home businesses, credit or finance management (e.g., credit repair, debt relief, stock and trading tips), mortgage finance, claims of lost bank accounts or inheritances, claims for unknown moneys or prizes, claims to recover lost money, and odds-making, sweepstakes, contests and gambling services (e.g., poker, casino games, horse and dog racing, college and professional sporting events);

xiii. Fraudulent, spoofed, untruthful, false or misleading advertising or commercial messaging, including without limitation those that exploit any pandemic, epidemic, or national emergency, such as COVID-19-related calling campaigns or "robocalls";

xiv. Pyramid schemes or multilevel-marketing (a.k.a. MLM or network marketing) businesses, including, but not limited to, “get rich quick,” “build your wealth,” and “financial independence” offerings;

xv. Objectionable content including profanity, obscenity, lasciviousness, violence, bigotry, hatred, and any discrimination on the basis of race, sex, religion, nationality, disability, sexual orientation, or age;

xvi. Advocation, promotion, or other encouragement of violence against any government, organization, group, or individual or any instruction, information, or assistance in causing or carrying out such violence;

xvii. Any product or service related to death (e.g., mortuaries and cemeteries);

xviii. Any product or service that is unlawful where such product or service or promotion thereof is received;

xix. Images of authors, artists, photographers, or others without prior express written consent from the content owner or other content that violates or misappropriates the intellectual property or proprietary rights of any third party;

xx. Any mention of any wireless carrier or any representation that copies or parodies any product or service of any wireless carrier;

xxi. Any actual or attempted phishing scheme, including without limitation those to gain access to personal information under false pretenses (such as IRS claims or refunds, money reclamation schemes, false debt collection attempts, or false litigation threats); or

xxii. Any mention of Medicare or any related representation; or

xxiii. Any political attack messages such as activities that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, libelous, defamatory, scandalous, or abusive, or that violate any right of any third party, or are otherwise objectionable;

xxiv. Any product or service that mentions or advertises free prizes or gift cards;

xxv. Any products or services that are related to or describe car warranties or car warranty renewals;

xxvi. Any targeting efforts to low-income individuals (e.g. promoting products or services related to foreclosures) or any practices or marketing efforts that are or may reasonably be deemed to be predatory; and

xxvii. Any mention, product, or service that describes or relies upon tax relief efforts, student loans, short term loans, or payday loans;

xxviii. Any other content, products, or services that TrackDrive finds reasonably objectionable;

xxix. Operating open relays, open proxies, unauthorized scanners, cryptomining, or services that degrade network integrity or abuse shared resources;

xxx. Hosting malware, botnets, command‑and‑control infrastructure, phishing pages, credential harvesting, or drive‑by downloads;

xxxi. Launching DDoS attacks, traffic flooding, packet crafting, or stress testing against third parties or our network;

xxxii. Infringing or facilitating infringement of intellectual property, including hosting or linking to unauthorized copies of copyrighted works;

xxxiii. Failing to comply with modern telecom registry requirements, including but not limited to failing to properly register your brands and campaigns under A2P 10DLC guidelines for SMS/MMS, or failing to maintain proper attestation levels under the STIR/SHAKEN framework for voice calls;

xxxiv. Violating or encouraging violation of this Agreement or any applicable law or regulation; and

xxxv. Use the Service to route to, connect with, or operate any emergency services, including but not limited to 911, E911, or any similar emergency response systems.

2.6. Data Retention and Legal Compliance. TrackDrive may provide customizable tools allowing You to configure data retention periods and auto-deletion schedules for the telephony & audio data (including but not limited to call recordings, logs, and transcriptions) stored within Your account. You acknowledge and expressly agree that You are solely responsible for configuring these settings to comply with all Applicable law including applicable local, state, and federal data retention and data minimization laws, including without limitation the FTC Telemarketing Sales Rule, the FCC toll record regulations, the TCPA, and state consumer privacy laws. We assume no responsibility and accept no liability if you fail to retain required records for mandated minimum periods or fail to delete consumer data in accordance with applicable privacy laws.

2.7. Artificial Intelligence Features; Acknowledgements. TrackDrive may offer certain premium services through the Services and Platform, including but not limited to audio transcripts, TrackDrive MCP connections with artificial intelligence (“AI”) agents as defined in Section 7.4 of this Agreement, or AI-powered communication bots, chatbots, support chat features, or automated answers in in-app support chat. When You use AI with the TrackDrive Services, Platform, or TrackDrive MCP or API, You represent and warrant that are the owner of the information or are authorized to submit it, in addition to the other representations and warranties in this Agreement. You acknowledge and agree that any content you submit is processed by TrackDrive in accordance with our Privacy Policy, and authorized third-party AI service providers acting on our behalf in accordance with their respective Privacy Policies.

3. Service Use Fees

3.1. General Payment Terms. TrackDrive may charge fees in accordance with the terms of either a separate agreement or the registration process You complete.

3.1.1. Currency and Taxes. Unless otherwise stated, all fees are quoted in U.S. dollars. You are responsible for paying all fees associated with using the Service and all applicable taxes.

3.1.2. Billing Information. You may be asked to supply certain billing information for your use of the Service, including your credit card information, billing address, and shipping information. You represent and warrant that: (i) You have the legal right to use the payment information provided, and (ii) the information You provide is true, correct, and complete.

3.1.3. Payment Processing. TrackDrive may use third parties for facilitating payment and purchases, and You grant TrackDrive the right to provide your personally identifiable information to those third parties.

3.1.4. Refunds: TrackDrive may give refunds on deposited amounts that are not used for the Service, subject to the provisions of Section 13.3. of this Agreement.

3.2. Usage-Based Billing & Increments. You agree to be billed based on TrackDrive's then-current usage rates and your selected monthly commitment tier. You acknowledge that telephony usage is subject to specific billing increments and surcharges as published on the TrackDrive pricing page including, but not limited to:

• Inbound Calls: billed in full-minute increments rounded UP to the nearest minute.
• Outbound Calls: billed at 12/6 increments (a 12-second minimum charge for any connected call, billed in 6-second increments thereafter).
• Network Abuse Surcharges: for network abuse, including per-call fees for rejected calls or surcharges applied when more than 20% of your call attempts are abandoned (0-second, unanswered calls) during the last 30 days.

3.3. Carrier Penalties & Compliance Pass-Through. You agree to pay and authorize TrackDrive to charge your account or payment method for any administrative fees, traceback fees, compliance penalties, or network surcharges imposed by upstream telecommunications carriers or regulatory bodies directly resulting from your specific traffic, Content, or violation of this Agreement.

3.4. Account Balances & Data Retention. You must maintain a positive balance in your account to ensure the uninterrupted preservation of your data.

3.4.1. Call Recording Deletion. If your account balance remains below $0 (zero dollars) for a period of ninety (90) consecutive days, your call recording retention period will be automatically reduced to ninety (90) days, at which time all call recordings older than ninety (90) days will be permanently automatically deleted.

3.5. Suspension and Termination for Non-Payment. If your usage of the Service exceeds the amount You deposited, or You fail to pay any Service Fees when due, TrackDrive shall be entitled, in its sole discretion, to suspend or terminate your access to any and all portions of the Service, including your account. We will not have any liability whatsoever for any damage, liabilities, losses (including any loss of data, loss of rented phone numbers/DIDs, or profits), or any other consequences that You may incur with respect to any suspension and/or termination of your ability to access and use the Service in such case. Upon suspension or termination for non-payment, TrackDrive reserves the right to immediately release, reclaim, or reassign any phone numbers associated with your account without further notice or liability.

4. Indemnification.

BY AGREEING TO THIS AGREEMENT, YOU AGREE THAT YOU, YOUR ESTATE, SUCCESSORS AND/OR PERMITTED ASSIGNS, AS APPLICABLE, WILL DEFEND, INDEMNIFY, AND HOLD HARMLESS TRACKDRIVE AND ALL OF OUR MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, CONSULTANTS, REPRESENTATIVES, LICENSEES, SUCCESSORS AND/OR ASSIGNS (COLLECTIVELY “RELEASEES”) FROM AND AGAINST ALL DEMANDS, DAMAGES, LOSSES, COSTS, LIABILITIES, FEES, JUDGMENTS, FINES, PENALTIES, SETTLEMENTS, INTEREST, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) ARISING OUT OF OR RELATED TO ANY CLAIM, ALLEGATION, LAWSUIT, DEMAND OR INVESTIGATION, WHETHER ACTUAL OR THREATENED, AND DEFEND THE RELEASEES FROM THE FOREGOING, TO THE EXTENT BASED UPON OR ARISING FROM: (I) YOUR CONTENT; (II) THE RELATIONSHIP BETWEEN YOU AND US; (III) YOUR USE OF THE PLATFORM OR SERVICES OR YOUR ACTIVITIES IN CONNECTION WITH THE PLATFORM OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY COMMUNICATION OR MESSAGE SENT BY YOU THROUGH YOUR USE OF THE PLATFORM OR SERVICES; (IV) YOUR BREACH OR ALLEGED BREACH OF THIS AGREEMENT; (V) YOUR VIOLATION OR ALLEGED VIOLATION OF ANY LAWS, INCLUDING WITHOUT LIMITATION, TRACED ACT, TSR, TCPA, OR CAN-SPAM AND ANY LAW ENFORCEMENT OR REGULATORY INVESTIGATION REGARDING THE SAME; (VI) ANY ALLEGED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION BY YOU OF ANY COPYRIGHT, TRADEMARK, TRADE SECRET, TRADE DRESS, PATENT, PUBLICITY, PRIVACY, OR OTHER RIGHT OF ANY PERSON OR ENTITY; (VII) ANY MISREPRESENTATION MADE BY YOU; (VIII) ANY OTHER PARTY’S ACCESS AND/OR USE OF THE PLATFORM WITH YOUR ACCOUNT; (IX) ANY FAILURE TO OBTAIN CONSENTS REQUIRED BY APPLICABLE LAW OR REGULATIONS PRIOR TO SENDING COMMUNICATIONS OR MESSAGES USING THE SERVICES OR PROVIDE TRACKDRIVE WITH EVIDENCE OF SUCH CONSENTS OR ANY PRIVACY VIOLATION; (X) ANY FEDERAL COMMUNICATIONS COMMISSION OR SIMILAR INVESTIGATION, NOTICE, OR SUSPENSION TO TRACKDRIVE ARISING FROM YOUR USE OF THE SERVICES; (XI) ANY CLAIM THAT YOUR CONTENT OR YOUR HOSTED APPLICATIONS, CODE, OR CONFIGURATIONS INFRINGE, MISAPPROPRIATE, OR VIOLATE ANY INTELLECTUAL PROPERTY, PRIVACY, PUBLICITY, OR OTHER RIGHTS; (XII) ANY SECURITY INCIDENT, DATA BREACH, OR VULNERABILITY RELATING TO YOUR CONTENT, SITES, APPLICATIONS, CREDENTIALS, OR KEYS; (XIII) NETWORK ABUSE, BLACKLISTING, SPAM OR JUNK TRAFFIC, MALWARE DISTRIBUTION, OR DENIAL‑OF‑SERVICE ORIGINATING FROM YOUR CONTENT OR RESOURCES; AND (XIV) ANY DMCA NOTICES, COUNTER‑NOTIFICATIONS, OR REPEAT INFRINGER TERMINATIONS RELATED TO YOUR CONTENT. YOU FURTHER AGREE THAT WE MAY ELECT TO ASSUME EXCLUSIVE DEFENSE AND CONTROL AT YOUR EXPENSE, AND THAT YOU MAY NOT SETTLE ANY CLAIM WITHOUT OUR PRIOR WRITTEN CONSENT.

5. Customer Data and Consents.

5.1. Consent to Receive Communications. By using the Service and providing your contact information, You expressly consent to receive communications from TrackDrive, its agents, and affiliates. If you provide contact information on behalf of a third-party you represent and warrant that you have the authority to do so.

5.1.1. Methods of Contact. Depending on the information You provide, these communications may occur via email, phone call, fax, SMS/MMS message, or Microsoft Teams.

5.1.2. Opting Out. You may opt out of promotional communications at any time by following the unsubscribe instructions included in each communication or by sending an email to support@trackdrive.com.

5.2. Data Privacy Practices and Processing. We collect and store certain information submitted by our users in connection with using our Platform. All details regarding our collection, use, and sharing of your information (including automatic collection and cookies) are set forth in our Privacy Policy, which is incorporated into this Agreement by reference.

5.2.1. Consent to Processing. By entering into this Agreement, You agree to our collection, use, and disclosure of your information in accordance with our Privacy Policy, available on the Site.

5.2.2. Controlling Document. If there is any conflict between the terms of our Privacy Policy and the terms of this Agreement, the terms of this Agreement shall control.

5.2.3. International Data Transfer. Personally Identifiable information collected by us may be stored and processed in the United States or any other country in which We maintain facilities. You explicitly consent to any such transfer of your information outside of your country of citizenship or residence.

6. Third-Party Intellectual Property Rights.

6.1. DMCA Safe Harbor and Copyright Infringement. TrackDrive respects the intellectual property rights of others and complies with the Digital Millennium Copyright Act (DMCA) Safe Harbor policy. We will respond promptly to notices of alleged copyright infringement that comply with applicable law and are properly provided to us.

6.2. Submitting a Takedown Notice. If You believe that any material on the Service infringes upon one or more of your copyrights, please submit a claim via email to TrackDrive at support@trackdrive.com with the subject line "Copyright Infringement".

Your notice must include all of the following information with your request, or we may not be able to process it:

1. Identification. An identification of the specific copyright claimed to have been infringed;

2. Location. A description of the material You claim is infringing and where it is located on the Service;

3. Contact Information. Your full name, physical address, telephone number, and email address;

4. Good Faith Statement. A statement that You believe in good faith that the use of your copyrighted material is not authorized by law, the copyright owner, or such owner's agent;

5. Penalty of Perjury Statement. A statement made under penalty of perjury that all of the information contained in your notice is accurate and that You are either the copyright owner or a person legally authorized to act on their behalf; and

6. Signature. A physical or electronic signature of the copyright owner or authorized representative

7. Third-Party Websites and Services; Artificial Intelligence.

7.1. Third-Party Content and Links. The Service may contain third-party content or links to third-party websites. TrackDrive does not guarantee the accuracy, truthfulness, completeness, or usefulness of any third-party information or adopt, endorse, warrant, or accept responsibility for the same. TrackDrive does not have control over third parties, each of which may have its own terms and conditions and/or privacy policy. You assume all responsibility for any harm resulting from third-party content or websites.

7.2. Third-Party Infrastructure. While TrackDrive uses commercially reasonable efforts to manage the Services, the platform relies on independent third-party infrastructure. The loss or interruption of any one of those independent services may prevent the Services from operating for reasons including power outages or ISP or telecommunications services provider outages.

7.3. User-Authorized Third-Party Integrations. If You elect to enable, access, or use third-party services, applications, or integrations (including but not limited to Zoho CRM, Salesforce, Zapier, or other third-party APIs) in conjunction with the Service, your access and use of such third-party services are governed solely by the terms and conditions of such third parties. We do not endorse, are not responsible or liable for, and make no representations as to any aspect of such third-party services, including, without limitation, their content or the manner in which they handle, protect, manage, or process data, or any interaction between You and the provider of such third-party services. We shall not be liable for any damage or loss caused or alleged to be caused by or in connection with your enablement, access, or use of any such third-party services, including any data loss, data corruption, or breach of privacy resulting from the transfer of your data to such third parties. You irrevocably waive any claim against TrackDrive, our members, managers, officers, agents, successors and/or assigns with respect to such third-party services.

7.4. Connected AI Agents. We may permit you, in our sole discretion, to connect a third-party artificial intelligence assistant or agent (“AI Agent”) to Your account via TrackDrive’s MCP or API. An AI Agent shall be a user-authorized third-party integration under section 7.3 of this Agreement. You acknowledge and agree that You approve of, authorize, and ratify, every and all actions taken by an AI Agent you connect to your account including, without limitation, sending and retrieving data, changing any Platform or Service configurations, incurring any charges, and initiating or scheduling calls. You acknowledge and agree that Your use of an AI Agent will comply with all Applicable Laws, and all of your obligations under this Agreement, and that you are solely responsible for use of any AI Agent or its integration with TrackDrive’s MCP or API, including but not limited to any redaction settings. You acknowledge and agree that any data that an AI Agent retrieves or obtains shall be transferred to the hosting company or provider for that AI Agent at Your direction, and that any such data shall be governed by that hosting company or provider’s terms of use, service, privacy policies, and other applicable agreements. For example, use of an AI Agent based on the “ChatGPT” platform shall be subject to the terms and conditions, privacy policies, and other applicable documents of OpenAI. Each connection is approved by one user for one company, with either “read” or “manage” access assigned. You further represent and warrant that you have authority and all necessary permissions to transfer data retrieved or obtained by an AI Agent. Your use of an AI Agent and any connections to the TrackDrive MCP or API are further governed by our Privacy Policy, and any data submitted to an AI Agent will be used and processed in a manner consistent with the Privacy Policy. You further acknowledge and agree that AI Agents may produce inaccurate, incomplete, or incorrect information or outputs, and may take unintended actions, and that you shall be solely responsible for any AI Agent You connect to your account. In no event shall TrackDrive be responsible or liable for the actions of any AI Agent. You may revoke your connection with an AI Agent at any time through the “AI Connections” page of your account with us. You acknowledge and agree that TrackDrive may suspend your use of AI Agents, or connections via TrackDrive’s MCP or API, at any time.

7.5. Third-Party AI Tools; No Changes to Agreement. You acknowledge and agree that your use of any AI Agents are subject to the applicable terms and provisions of that AI Agent’s hosting company or provider. For example, use of an AI Agent based on the “ChatGPT” platform shall be subject to the terms and conditions, privacy policies, and other applicable documents of OpenAI. You additionally acknowledge and agree that no portion of this Agreement may be changed, modified, or altered in any way due to the statements of any AI Agent. The sole and exclusive method for modification of this Agreement shall be those set forth in Section 13 of this Agreement.

7.6. AI Agent Restrictions. You may not submit protected health information, payment card numbers, passwords, or other sensitive personal information to AI Agents, through support chat, or through any other method employing artificial intelligence features.

8. DISCLAIMER OF WARRANTIES; NO WARRANTIES TO FULLEST EXTENT PERMITTED.

The Platform and Services being provided to you under this Agreement are provided to you on an “AS IS” and “AS AVAILABLE” basis, and “AT YOUR OWN RISK” TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. WE DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE AND ALL WARRANTIES REGARDING SECURITY, CURRENCY, CORRECTNESS, QUALITY, ACCURACY, COMPLETENESS, RELIABILITY, PERFORMANCE, TIMELINESS, OR CONTINUED AVAILABILITY WITH RESPECT TO THE PLATFORM AND SERVICES. WE FURTHER DISCLAIM TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL WARRANTIES REGARDING NUMBER OF LEADS GENERATED OR RESULTS, THAT A SPECIFIC LEVEL OF REVENUE OR SALES WILL BE GENERATED, THAT YOUR USE OF THE PLATFORM AND SERVICES WILL COMPLY WITH APPLICABLE LAWS, OR THAT THE SERVICE WILL BE ERROR-FREE OR RUN UNINTERRUPTED,

9. DOWN TIME DISCLAIMER.

9.1. Service Interruptions. Your access to the Service may be unavailable, whether due to periodic maintenance, unavailability from the acts or omissions of third-party platform providers, or for other reasons outside of our control.

9.2. No Liability for Down Time. We shall not have any liability to You of any kind whatsoever for any Service interruptions or downtime regardless of the duration of such interruption that may restrict your access and use of the Service for any of the following reasons: (i) periodic maintenance (notice of which may be emailed to the email address You provide to Us in relation to your account); (ii) any reason described in the section regarding Force Majeure contained in Section 1.6; (iii) your inability to access the Service due to problems related to your computer/device hardware, wireless Internet network, your Internet service provider, or any other similar problem; or (iv) unavailability from the acts or omissions of any third-party providers or upstream telecommunications carriers We use and rely upon to provide the Service to You. You agree to assume this risk before electing to use the Service.

10. GENERAL LIMITATION OF LIABILITY.

1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL TRACKDRIVE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OF DATA OR YOUR CONTENT, BUSINESS INTERRUPTION, OR THE COST OF REPLACEMENT GOODS OR SERVICES, ARISING OUT OF OR RELATED TO YOUR USE OF, OR INABILITY TO USE, THE SITE, THE PLATFORM OR THE SERVICES; THE PROVISION OF THE PLATFORM OR SERVICES OR ANY MATERIALS AVAILABLE THEREIN; OR THE CONDUCT OF OTHER USERS OF PLATFORM, OR THIRD-PARTIES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION APPLIES TO CLAIMS ARISING FROM OR RELATED TO THE SERVICES, INCLUDING WITHOUT LIMITATION LOSS OR CORRUPTION OF YOUR CONTENT, SECURITY INCIDENTS, OR SERVICES INTERRUPTIONS. YOU FURTHER ACKNOWLEDGE AND AGREE THAT TRACKDRIVE IS STRICTLY A CONDUIT FOR ROUTING COMMUNICATIONS AND WE SHALL NOT BE LIABLE IN ANY MANNER WHATSOEVER FOR ANY TYPE OF DAMAGES STEMMING FROM DISPUTES BETWEEN YOU, YOUR AFFILIATES, YOUR CUSTOMERS/CLIENTS, OR ANY THIRD PARTIES REGARDING LEAD QUALITY, LEAD CONVERSION, OR PAYMENT FOR ROUTED LEADS; OR FOR ANY LEGAL/COMPLIANCE VIOLATIONS. YOU ASSUME THE SOLE RISK REGARDING YOUR COMMERCIAL RELATIONSHIPS MANAGED USING THE SERVICE.

2. IN ANY EVENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TRACKDRIVE’S TOTAL LIABILITY TO YOU, THE ORGANIZATION YOU REPRESENT, OR ANY OTHER THIRD PARTY, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION TO OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SITE, THE PLATFORM, OR THE SERVICES EXCEED THE GREATER OF THE TOTAL FEES PAID BY YOU TO US FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT FIRST GIVING RISE TO LIABILITY OR USD $500.

3. WE SHALL NOT BE LIABLE AS STATED ABOVE REGARDLESS OF THE CAUSE OF ANY DAMAGES INCURRED, WHETHER KNOWN OR UNKNOWN, INCLUDING ANY DAMAGES NOT FORESEEABLE AND REGARDLESS OF THE NATURE OF ANY CLAIM, WHETHER FOR BREACH OF CONTRACT, BY STATUTE, FOR ANY TORTS (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, AND STRICT LIABILITY) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE SAME.

4. Communications Decency Act (Section 230) Safe Harbor – To the fullest extent permitted by law, for the Services, Platform, and any other interactive computer service we provide, TrackDrive shall not be treated as the publisher or speaker of any information provided by you or any third party and shall have immunity as set forth under 47 U.S.C. § 230. Nothing in this Agreement imposes on TrackDrive any duty to monitor or edit any content, and any voluntary actions taken in good faith to restrict access to or availability of material that TrackDrive considers objectionable or reasonably believes to be unlawful shall be without liability.

11. Exceptions to Disclaimers & Limitations. To the extent that We may not disclaim any implied warranty or limit our damages, the scope and duration of any required warranties under law and the extent of our liability shall be as limited only to the extent necessary so as to be allowed under any Applicable Laws.

12. BINDING ARBITRATION AND CLASS ACTION WAIVER.

12.1. Agreement to Arbitrate & Class Action Waiver.

12.1.1. Acknowledgement; Covered Disputes; Exclusion. The Parties agree that any dispute, claim, or controversy, regardless of format, arising out of or relating to this Agreement, the services provided under it, the Platform and/or the Services, any related transactions, communications, or marketing, or the validity, enforceability, or scope of this Arbitration Agreement (collectively, “Disputes”), will be resolved solely and exclusively by binding individual arbitration, except as expressly provided below in Section 12.2. BY AGREEING TO ARBITRATION, THE PARTIES UNDERSTAND AND AGREE THAT THEY ARE WAIVING THE RIGHT TO A TRIAL BY JUDGE OR JURY. THIS SECTION APPLIES TO ALL DISPUTES, WHETHER BASED IN CONTRACT, STATUTE, REGULATION, ORDINANCE, TORT (INCLUDING NEGLIGENCE), FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL OR EQUITABLE THEORY, WHETHER BROUGHT INDIVIDUALLY OR IN THE FORM OF A CLASS ACTION, CLASS ARBITRATION, OR SIMILAR PROCEDURAL DEVICE, AND WHETHER SEEKING MONETARY, INJUNCTIVE, OR DECLARATORY RELIEF.

12.1.2. Arbitration Procedures. If the Parties are unable to resolve any Dispute through informal means, either party may initiate binding arbitration of such Dispute by sending Notice demanding arbitration to the other party. The demand for arbitration will be made within a reasonable time after the Dispute has arisen, but in no event will it be made more than one year from when the aggrieved party knew or should have known of the controversy, claim, or facts forming the basis of the Dispute. The arbitration will be initiated and conducted according to American Arbitration Association ("AAA") rules and procedures for commercial arbitration, if you are a business entity, or for consumer arbitration, if you are an individual. The arbitration will be conducted in El Paso County, Colorado before a neutral arbitrator appointed in accordance with the Arbitration Rules, and shall be conducted pursuant to the laws, rules, and regulations of the State of Colorado, without regard to its internal conflict of law principles.

The arbitrator shall be authorized to grant any relief available under law or in equity and any award rendered shall be final and conclusive upon the parties; EXCEPT, however, that the arbitrator shall not be authorized to: i) award punitive damages to either You or TrackDrive unless such punitive damages are an available remedy as codified under any of the laws of the state of Colorado governing the specific substantive subject matter of the claim(s) and the subject of any arbitration proceeding then in effect at the time of such claim; or ii) issue any award inconsistent with the limitation on liability set forth in Section 10. If twenty-five (25) or more similar demands for arbitration are filed against TrackDrive by or with the assistance of the same law firm or coordinated group, the AAA shall administer the demands in batches of fifty (50) per batch, and TrackDrive shall only be responsible for paying filing fees for the current active batch.

Any judgment must be entered exclusively in the 4th Judicial District and El Paso County Combined Courts, situated in Colorado Springs, Colorado, USA, and the arbitrator shall award reasonable costs and fees, including reasonable attorney’s fees and all arbitration fees, to the prevailing party, notwithstanding the then-current rules of the AAA.

12.2. Exceptions. TrackDrive reserves the right to bypass arbitration and seek immediate injunctive or equitable relief in a court of law to protect its intellectual property rights or to stop unauthorized access, data breaches, or scraping of the Platform. Additionally, either Party may bring qualifying claims in a Small Claims Court of competent jurisdiction, and TrackDrive may seek legal relief in court to enforce an arbitrator’s decision hereunder.

12.3. WAIVER OF JURY TRIAL AND CLASS ACTION. NOTWITHSTANDING THE FOREGOING, BY AGREEING TO THIS PLATFORM SERVICES AGREEMENT, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO JOIN CLAIMS OR DISPUTES WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION, CLASS ARBITRATION, OR SIMILAR PROCEDURAL DEVICE, AND WAIVES ANY RIGHT IT MAY HAVE TO PRESENT ITS CLAIM OR DISPUTE IN A COURT OF LAW EXCEPTING THE RIGHT TO BRING A CLAIM OR DISPUTE IN A SMALL CLAIMS COURT IN ACCORDANCE WITH THE ARBITRATION RULES OR TO ENFORCE THESE ARBITRATION PROCEDURES. THIS WAIVER IS A NECESSARY AND MATERIAL TERM OF THE CONTRACT AND BOTH PARTIES AGREE TO BE BOUND BY ITS TERMS.

13. Modifications.

13.1. Right to Amend. We reserve the right, at any time, to amend the provisions of this Agreement. Notice of any such modification(s) will be posted at the top of our Website page displaying this Agreement along with the effective date of such change(s), and/or You will be notified upon the first time You log in after such modification(s) are effective. You agree to regularly check this Agreement as posted on our Website to view the then-current terms.

13.2. Effective Date & Continued Use. If We post amended terms to this Agreement on our Website, such terms will automatically become effective and shall be incorporated into this Agreement immediately upon being posted, unless a later effective date is explicitly stated in the notice of modification. For material changes that significantly alter Your rights or obligations (such as destructive data retention limits), We will use commercially reasonable efforts to provide at least thirty (30) days' advance notice before such changes take effect. If inconsistent with any other terms and conditions of this Agreement, the amended terms shall supersede any such conflicting terms or conditions. By accessing and using the Service after such revised terms are posted and effective, You agree to be bound by any such revised terms. Your access and use of the Service will always be subject to the most current versions of these terms and our Privacy Policy in effect at the time of such use. We may require you affirmatively accepted amended terms to this Agreement before You continue to use the Service or Platform.

13.3. Rejection of Amendments. If You do not accept any amendments, You must terminate your account by notifying us in writing by email of your election to do so. This Agreement will then terminate, in which case You shall receive a prorated refund of the Service Fees.

13.4. Sole Right to Amendment. TrackDrive shall have the sole and exclusive authority to update, revise, modify, or otherwise change this Agreement. No change to this Agreement is effective unless made by TrackDrive, or it is approved in writing by an authorized representative of TrackDrive. You shall have no ability or right to modify this Agreement. You also expressly acknowledge and agree that no statements or representations by any AI Agents shall be capable of modifying this Agreement.

14. NOTICE.

14.1. Notices to You. TrackDrive may provide any legal or operational notices to You under this Agreement by sending an email to the email address currently associated with your account, or by posting a conspicuous notice on the Platform dashboard. Notices sent by TrackDrive shall be deemed effective immediately upon sending or posting. It is your sole responsibility to keep your account contact information current and accurate. You acknowledge and agree to receive notice under this Agreement pursuant to the procedures and methods described herein, and agree to waive any claims that notice delivered pursuant to this section is ineffective.

14.2. Legal Notices to TrackDrive. Except as otherwise explicitly permitted in this Agreement, all formal legal notices, demands, or claims directed to TrackDrive (specifically including, but not limited to, notices of dispute or arbitration under Section 12) must be provided in writing and sent via certified U.S. Mail, return receipt requested, to our official registered address:

TrackDrive, LLC

1500 N Grant St #10831

Denver, CO 80203

14.3. General Support. Routine customer support inquiries, technical questions, and non-legal communications may be directed to our support team at support@trackdrive.com. Such electronic communications do not constitute formal legal notice under this Agreement.

15. Miscellaneous.

A. Entire Agreement. This Agreement constitutes the complete, final, and exclusive agreement between the parties regarding your access to and use of the Service, and it supersedes and merges all prior or contemporaneous communications, representations, proposals, understandings, or agreements of the parties, whether written or oral, relating to the subject matter hereof.

B. Severability. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction, in whole or in part, to be invalid, illegal, or unenforceable in any respect, for any reason, the validity, legality, and enforceability of the remainder of that provision, any other remaining provisions, and of the entire Agreement shall not in any way be affected or impaired thereby and shall be interpreted, to the extent possible, to achieve the purposes as originally expressed with the provision found to be invalid, illegal or unenforceable. Each provision hereof is intended to be severable, and the validity, legality, or enforceability of any provision of this Agreement shall not affect the validity, legality, or enforceability of the remainder of the Agreement.

C. Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of laws principles. Furthermore, this Agreement will not be governed or interpreted in any way by referring to any law based on Uniform Computer Information Transactions Act (UCITA), any other act derived from or related to UCITA or the United Nations Convention for the International Sale of Goods, each of which is disclaimed in their entirety. Other than claims required to be submitted to arbitration pursuant to Section 12 above, all other claims, demands, controversies or legal proceedings arising out of or related to this Agreement and/or your use of the Service in general may only be brought and heard exclusively in the 4th Judicial District and El Paso County Combined Courts, situated in Colorado Springs, Colorado, USA, or the United States District Court for the District of Colorado, and You hereby expressly agree to submit to the personal jurisdiction of such court and consent to extraterritorial service of process. Further, You waive any right to challenge the selection and choice of jurisdiction and You acknowledge that the right of selection of jurisdiction being waived by You is a valid part of the consideration of allowing access to and use of the Service by You.

D. Prevailing Party Fees. In the event of any action or proceeding brought by either party to enforce the validity of this Agreement and/or to enforce any provision hereof including, but not limited to, any arbitration proceeding brought pursuant to Section 12, any declaratory action or any other action at law or equity, the prevailing party shall be entitled to recover from the other party all costs and expenses incurred by such party in connection therewith including all reasonable attorneys’ fees.

E. Waiver. TrackDrive’s waiver of any breach by You will not constitute a waiver of any other or subsequent breach.

F. Assignment. We may assign our rights and obligations under this Agreement without your consent at any time with or without notice to You. You may not assign, delegate or otherwise transfer all or any part of your rights or obligations under this Agreement without our prior written consent. Any such attempted assignment, delegation, or transfer will be null and void. This Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns.

G. Survival. The provisions of this Agreement that by their nature should survive termination or expiration shall survive, specifically including, but not limited to: Section 1.4.3 (Effect of Termination), Sections 1.7 and 1.8 (Platform Access and Security Restrictions), Section 3 (to the extent of any unpaid fees), Section 4 (Indemnification), Sections 8 and 9 (Disclaimers), Section 10 (Limitation of Liability), Section 12 (Arbitration), and all of the provisions contained in Section 15 (Miscellaneous). All such provisions shall extend beyond the termination of this Agreement or otherwise beyond the expiration of your right to use the Service and will remain in full force and effect in perpetuity.

H. No Joint Venture or Partnership Relationship; No Agency. Nothing in this Agreement shall be construed to create a partnership, joint venture or combined entity by or between TrackDrive and You or to make either the agent of the other, or to create any form of agency between the Parties, and neither shall have the authority to bind the other. Each party shall be solely responsible for determining the applicability of, and compliance with, any present and future federal, state and local laws, orders, codes, regulations, and ordinances that may apply to each party and their respective businesses and employees.