Terms of Service

These Terms of Service ("Terms") form a binding legal agreement between Octmark Technologies India Private Limited (CIN: U62011TS2023PTC175887), a company incorporated under the laws of India with its registered office at H. No. 8-39/1, Narayana Puri Colony, Road No. 3 (Near Kranthi Keen School), Dammaiguda, Hyderabad – 500083, Telangana, India ("Octmark," "we," "us," or "our"), and the person or entity accessing or using the Octrackit platform (the "Customer," "you," or "your").

Octrackit is a product operated by Octmark Technologies India Private Limited. References to "Octrackit" in these Terms refer to the software service; the contracting party is Octmark.

By registering for, accessing, or using Octrackit, you agree to be bound by these Terms and by our Privacy Policy. If you do not agree, you must not access or use the service.

If you are entering into these Terms on behalf of a company, organisation, or other legal entity, you represent and warrant that you have the authority to bind that entity, and "Customer" refers to that entity.

• "Service" means the Octrackit software-as-a-service platform, including its web dashboard, backend APIs, integrations with third-party advertising platforms and CRM systems, AI-based lead-quality scoring components, and all related features and documentation, as offered by Octmark from time to time.
• "Customer Data" means all data, records, files, and other content that Customer or its Authorised Users upload, submit, or transmit to the Service, including ad-platform event data, CRM event data, lead records, conversion events, and any personal data contained therein.
• "Authorised User" means any individual whom Customer authorises to access and use the Service on Customer's behalf, whether an employee, contractor, or agent.
• "Third-Party Platform" means any ad platform, CRM, analytics service, or other external system that Customer connects to Octrackit (including but not limited to Meta, Google, X/Twitter, LinkedIn, HubSpot, Trello, and Zoho).
• "Documentation" means the user guides, API references, and other technical documentation made available by Octmark for the Service.

To use the Service, you must:

1. 1.Be at least 18 years of age;
2. 2.Be legally capable of entering into a binding contract in your jurisdiction;
3. 3.Not be barred from using the Service under the laws of India or your jurisdiction;
4. 4.Not be located in, or a national of, any country subject to sanctions administered by the Government of India, the United States, the European Union, or the United Nations.

Octmark reserves the right to refuse service, terminate accounts, or cancel access to any Customer who does not meet these eligibility requirements.

To access the Service, Customer must register an account and provide accurate, current, and complete information. Customer agrees to:

1. 1.Maintain and promptly update account information to keep it accurate, current, and complete;
2. 2.Keep account credentials (including passwords and API keys) confidential;
3. 3.Restrict access to the Service to Authorised Users;
4. 4.Be solely responsible for all activity that occurs under Customer's account;
5. 5.Notify Octmark immediately at admin@octrackit.com of any unauthorised access to or use of the account.

Octmark is not liable for any loss or damage arising from Customer's failure to safeguard account credentials.

Octrackit provides a multi-tenant server-side conversion measurement and lead-quality scoring platform for advertisers. Features include:

• Ingestion of ad-platform and CRM events;
• Server-side dispatch of conversion events to third-party advertising platforms via their Conversions APIs;
• AI-assisted scoring of lead quality;
• An optional WhatsApp Business messaging module, including an AI agent that replies to and qualifies Customer's end customers, a shared inbox, message templates, and opt-in broadcasts;
• Dashboards, reporting, and administrative tools.

Octmark may modify, enhance, add, or remove features of the Service at its discretion. Material adverse changes to the Service will be communicated to Customers with reasonable prior notice where practicable.

6.1 Beta Access

The Service is currently offered free of charge during a beta period. Octmark makes no commitment as to the duration of the beta period or the continued availability of any specific feature during or after the beta.

6.2 Introduction of Fees

Octmark reserves the right to introduce paid subscription tiers, usage-based fees, or other charges for the Service at any time on at least thirty (30) days' prior written notice to Customer. Introduction of fees will not apply retroactively to periods before the notice period expires.

6.3 Beta Nature of the Service

Customer acknowledges that the Service is in beta and may contain bugs, errors, or other issues. Customer's use of the Service during the beta period is at Customer's own risk. The disclaimers and limitations in Sections 12 and 13 apply with particular force to any use during the beta.

6.4 Taxes

If fees are introduced under Section 6.2, all such fees will be exclusive of applicable taxes, which will be added at the prevailing rate.

Customer agrees not to, and not to permit any Authorised User or third party to:

1. 1.Use the Service in violation of any applicable law, regulation, or third-party right;
2. 2.Use the Service in violation of the terms, policies, or acceptable use rules of any Third-Party Platform to which Customer connects the Service (including but not limited to Meta's Business Tools Terms, Google's Ads API Terms, X's Developer Agreement, and LinkedIn's API Terms);
3. 3.Transmit any data that infringes any intellectual property, privacy, publicity, or other right;
4. 4.Transmit personal data of any individual without a valid lawful basis under applicable data protection law (including the Digital Personal Data Protection Act, 2023 (India), the EU General Data Protection Regulation, or equivalent);
5. 5.Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service, except to the extent such restriction is prohibited by law;
6. 6.Interfere with, disrupt, or attempt to gain unauthorised access to the Service or its underlying infrastructure;
7. 7.Circumvent or attempt to circumvent any usage limits, rate limits, or access controls;
8. 8.Resell, sublicense, or otherwise commercially exploit the Service without prior written consent from Octmark;
9. 9.Use the Service to develop or train any competing product or service.

Octmark may investigate suspected violations and, at its discretion, suspend or terminate Customer's access without liability.

8.1 Ownership

As between the parties, Customer retains all right, title, and interest in and to Customer Data.

8.2 Licence to Octmark

Customer grants Octmark a worldwide, non-exclusive, royalty-free licence to access, use, copy, process, transmit, and display Customer Data solely as necessary to (a) provide, maintain, and improve the Service; (b) comply with applicable law; (c) enforce these Terms; and (d) if the Customer opts in, train and improve Octrackit's AI models in an aggregated and de-identified manner.

8.3 Customer Responsibilities

Customer is solely responsible for:

• The legality, accuracy, and quality of Customer Data;
• Obtaining all consents, permissions, and lawful bases necessary to submit Customer Data to the Service and to permit Octmark to process it under Section 8.2;
• Providing lawful notices to data subjects whose personal data is included in Customer Data;
• Complying with all applicable data protection laws in relation to Customer Data.

8.4 Third-Party Credentials

Customer may provide Octmark with credentials, access tokens, or API keys for Third-Party Platforms in order for the Service to function. Customer represents and warrants that it has the authority to grant Octmark access using such credentials and to permit Octmark to take actions on Customer's behalf on those platforms.

8.5 Security

Octmark maintains commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorised access, disclosure, or loss. Details are described in the Privacy Policy.

8.6 Data Retention

Octmark retains Customer Data for the duration of the subscription and for a period of ninety (90) days following termination or expiry, during which Customer may request an export of Customer Data. Thereafter, Octmark will delete Customer Data from active systems within a further thirty (30) days, subject to any longer retention required by applicable law or for legitimate legal or accounting purposes.

9.1 Third-Party Platforms

The Service integrates with Third-Party Platforms. Customer acknowledges and agrees that:

1. 1.Use of any Third-Party Platform is subject to that platform's own terms of service and privacy policies;
2. 2.Octmark is not responsible for the availability, performance, accuracy, or continued operation of any Third-Party Platform;
3. 3.Changes made by a Third-Party Platform to its APIs, policies, or availability may affect the Service, and Octmark is not liable for any resulting disruption;
4. 4.Any dispute between Customer and a Third-Party Platform is solely between those parties.

9.2 WhatsApp Business Messaging

Where Customer connects a WhatsApp Business number to the Service through Meta's WhatsApp Business Platform, Customer agrees that:

1. 1.Customer will comply with the WhatsApp Business Terms of Service, the WhatsApp Business Messaging Policy, the WhatsApp Commerce Policy, and all other applicable Meta terms and policies;
2. 2.Customer will obtain and record valid opt-in consent from each person before sending them business-initiated or template messages, and will promptly honour opt-out requests (such as a reply of "STOP");
3. 3.Customer is solely responsible for the content of its messages, message templates, broadcasts, and knowledge base, and for any information the AI agent provides based on that content;
4. 4.Meta's messaging charges are billed by Meta directly to the payment method Customer adds to its WhatsApp Business Account, and are separate from any fees payable to Octmark;
5. 5.Replies generated by the AI agent are automated and may contain errors. Customer can switch the AI agent off, pause it for any conversation, or take over a conversation manually at any time, and remains responsible for reviewing how the AI agent is configured and used;
6. 6.Meta may at its sole discretion review, rate, limit, restrict, or ban Customer's WhatsApp number, templates, or account. Octmark is not liable for any such action or for any resulting loss, including where it results from Customer's messaging practices;
7. 7.Customer may disconnect WhatsApp from the Service at any time, after which the Service will stop sending and receiving messages for that number. Message data is retained and deleted as described in the Privacy Policy.

10.1 Octmark Property

The Service, including all software, algorithms, models, designs, user interfaces, and Documentation, and all intellectual property rights therein, are the exclusive property of Octmark and its licensors. No rights are granted to Customer except the limited right to access and use the Service as expressly set out in these Terms.

10.2 Feedback

If Customer submits comments, suggestions, or feedback about the Service ("Feedback"), Customer grants Octmark a perpetual, irrevocable, worldwide, royalty-free licence to use, modify, and incorporate such Feedback into the Service or any other product or service, without any obligation of confidentiality or compensation.

10.3 Aggregated Data

Octmark may create aggregated, anonymised, or de-identified data from Customer Data and use such aggregated data for any lawful business purpose, including improvement of the Service and industry benchmarks, provided such data does not identify Customer or any individual.

Each party ("Recipient") agrees to keep confidential all non-public information disclosed by the other party ("Discloser") that is either marked as confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Recipient will not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in these Terms.

Confidential Information does not include information that (a) is or becomes publicly known without breach of these Terms; (b) was known to Recipient without restriction before receipt; (c) was rightfully obtained from a third party without restriction; or (d) is independently developed without use of the Confidential Information.

12.1 Mutual Warranties

Each party represents and warrants that it has the legal power and authority to enter into these Terms.

12.2 Disclaimer

Except as expressly stated in these Terms, the Service is provided "as is" and "as available", without warranties of any kind, whether express, implied, statutory, or otherwise. To the maximum extent permitted by law, Octmark disclaims all warranties, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or usage of trade.

12.3 No Guarantee of Results

Octmark does not warrant that the Service will meet Customer's requirements, be uninterrupted or error-free, or that any specific advertising, conversion, revenue, or return-on-ad-spend outcome will be achieved through use of the Service.

13.1 Exclusion of Indirect Damages

To the maximum extent permitted by law, neither party shall be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, revenue, data, goodwill, or business opportunity, arising out of or in connection with these Terms or the Service, even if advised of the possibility of such damages.

13.2 Cap on Liability

Each party's total aggregate liability under these Terms shall not exceed the greater of (a) the total fees paid or payable by Customer to Octmark in the twelve (12) months preceding the event giving rise to the claim, or (b) INR 10,000 (Indian Rupees Ten Thousand).

13.3 Exceptions

The limitations in this Section 13 do not apply to (a) breaches of Section 7 (Acceptable Use) or Section 11 (Confidentiality); (b) Customer's indemnification obligations under Section 14; (c) fees payable to Octmark; or (d) liability that cannot be excluded or limited under applicable law.

Customer agrees to defend, indemnify, and hold harmless Octmark, its affiliates, and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

1. 1.Customer's or any Authorised User's breach of these Terms;
2. 2.Customer Data, including any claim that Customer Data infringes any third-party right or violates any applicable law;
3. 3.Customer's use of the Service in violation of the terms of any Third-Party Platform;
4. 4.Customer's violation of any applicable data protection law.

Octmark will provide Customer with prompt written notice of any claim, reasonable cooperation in the defence, and control over the defence and settlement (provided Octmark will not settle any claim admitting liability on Customer's behalf without Customer's prior written consent, not to be unreasonably withheld).

15.1 Term

These Terms commence on the date Customer first accesses the Service and continue for the duration of Customer's subscription, unless terminated earlier in accordance with this section.

15.2 Termination for Convenience

Customer may terminate its subscription at any time via the account settings. Termination is effective at the end of the then-current billing period.

15.3 Termination for Cause

Either party may terminate these Terms immediately on written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of receiving written notice of the breach.

15.4 Effect of Termination

Upon termination:

• Customer's right to access and use the Service ceases immediately;
• Customer's Data will be handled in accordance with Section 8.6;
• Any accrued fees remain payable;
• Sections 8 (Customer Data — with respect to obligations that survive), 10 (Intellectual Property), 11 (Confidentiality), 12 (Warranties and Disclaimers), 13 (Limitation of Liability), 14 (Indemnification), and 16 (Governing Law and Dispute Resolution) survive termination.

16.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the Republic of India, without regard to its conflict-of-laws rules.

16.2 Jurisdiction

The courts at Hyderabad, Telangana, India, shall have exclusive jurisdiction over any dispute arising out of or in connection with these Terms.

Octmark may modify these Terms from time to time. Material changes will be communicated to Customer by email or via the Service at least thirty (30) days before they take effect. Continued access to or use of the Service after the effective date of a modification constitutes acceptance of the modified Terms. If Customer does not agree to a modification, Customer's sole remedy is to terminate its subscription before the modification takes effect.

18.1 Entire Agreement

These Terms, together with the Privacy Policy and any order forms or written agreements signed by both parties, constitute the entire agreement between the parties and supersede all prior or contemporaneous communications, understandings, or agreements.

18.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

18.3 Waiver

No waiver of any provision of these Terms will be effective unless in writing and signed by the waiving party. No failure or delay in exercising any right shall constitute a waiver.

18.4 Assignment

Customer may not assign or transfer these Terms without Octmark's prior written consent. Octmark may assign these Terms without consent in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all its assets.

18.5 Notices

Notices to Octmark must be sent to admin@octrackit.com. Notices to Customer will be sent to the email address on Customer's account.

18.6 Force Majeure

Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, labour disputes, governmental action, epidemics, or failures of internet or telecommunications infrastructure.

18.7 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship.

18.8 No Third-Party Beneficiaries

These Terms do not confer any rights on any third party.

For any questions about these Terms, please contact: