Introduction; Your Agreement to these Terms of Service.
Welcome to TrackSpends!

TrackSpends.com is a website and service operated by TrackSpends Technologies Private Limited ("TrackSpends"). This Agreement sets forth the terms and conditions that apply to your access and use of the website and services (“TrackSpends Services”) offered by TrackSpends. BEFORE USING THE TRACKSPENDS SERVICE, PLEASE READ CAREFULLY THE FOLLOWING CONDITIONS AND TERMS OF USE. BY REGISTERING FOR AND/OR ACCESSING, BROWSING, AND USING THE TRACKSPENDS SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS, INCLUDING ANY ADDITIONAL GUIDELINES, AND ANY FUTURE MODIFICATIONS (COLLECTIVELY, THE "TERMS"). IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY TERMINATE YOUR USE OF THE TRACKSPENDS SERVICE.

1. Eligibility - You represent that you are 18 years of age or older and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms and to abide by and comply with these Terms. If you are using or opening an account on the TrackSpends Service on behalf of a company, entity, or organization (collectively "Subscribing Organization"), then you represent and warrant that you: are an authorized representative of that Subscribing Organization with the authority to bind such organization to these Terms; and agree to be bound by these Terms on behalf of such Subscribing Organization.
2. Privacy Policy - Your privacy is important to TrackSpends. TrackSpends's Privacy Policy is hereby incorporated into these Terms by reference. Please read this notice carefully for details relating to the collection, use, and disclosure of your personal information. For specific details click here
3. Individual Features and Services - When using the TrackSpends Service, you will be subject to any additional posted guidelines or rules applicable to specific services, and features which may be posted from time to time (the "Guidelines"). All such Guidelines are hereby incorporated by reference into the Terms.
4. Modification of the Terms; Modification of Fees - TrackSpends reserves the right, at its discretion, to change, modify, add, or remove portions of these Terms at any time by placing a notice on our website. The date last revised appears at the top of the Terms. Please check these Terms and any Guidelines periodically for changes. Your continued use of the TrackSpends Service after the posting of changes constitutes your binding acceptance of such changes. For any material changes to these Terms, such amended terms will automatically be effective thirty days after they are initially posted on the TrackSpends Service. Certain functions on the TrackSpends Service have fees associated with them. When You use a service that has a fee You have an opportunity to review and accept the fees that You will be charged based on our stated fees, which we may change from time to time. TrackSpends may choose to temporarily change the fees for TrackSpends's services for promotional events or new services, and such changes are immediately effective when TrackSpends posts the temporary promotional event or new service on the TrackSpends Service. Any changes to fees for TrackSpends's services that are not temporary or promotional will be effective thirty (30) days after we provide You with notice by posting such changes on the TrackSpends Service. Unless otherwise stated, all fees are quoted in Indian Rupees (INR). If you choose to terminate your service subscription, the SUBSCRIPTION FEES ARE NOT REFUNDABLE under any circumstances. Your membership in the TrackSpends Service is for your sole, personal use. You may not authorize others to use your membership and you may not assign or transfer your account to any other person or entity.
5. TrackSpends Service Access - TrackSpends grants you permission to use the TrackSpends Service as set forth in these Terms, provided that (i) you use the TrackSpends Service solely for your personal or private use as an individual or an organization. You agree to not to resell the Services in any part thereof for commerical gains; (ii) you agree to receive non-promotional service related communication in the form of SMS or emails which includes but is not limited to reports, alerts, referals to persons known to you, help content, etc; (iii) you do not copy, publicly display or distribute any part of the TrackSpends Service in any medium without TrackSpends's prior written authorization; (iv) you do not alter or modify any part of the TrackSpends Service other than as may be reasonably necessary to use the TrackSpends Service for its intended purposes; (v) you do not engage in any of the prohibited uses described below; and (vi) you will otherwise fully comply with these Terms. The TrackSpends Service is controlled and offered by TrackSpends from its facilities in India. TrackSpends makes no representations that the TrackSpends Service is appropriate or available for use in other locations. Those who access or use the TrackSpends Service from other jurisdictions do so at their own risk and are responsible for compliance with local law.
6. Ownership; Proprietary Rights - The TrackSpends Service is owned and operated by TrackSpends. The content, visual interfaces, interactive features, information, graphics, design, compilation, computer code, products, software, services, and all other elements of the TrackSpends Service that are provided by TrackSpends ("TrackSpends Materials") are protected by Indian copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. TrackSpends Materials do not include User Submissions (defined below) or any other content owned by and submitted by Users to the TrackSpends Service. All TrackSpends Materials contained on the TrackSpends Service are the copyrighted property of TrackSpends or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names contained in the TrackSpends Materials or on the TrackSpends Service are proprietary to TrackSpends or its affiliates and/or third-party licensors. Except as expressly authorized by TrackSpends, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the TrackSpends Materials. TrackSpends reserves all rights not expressly granted in these Terms. You shall not acquire any right, title or interest to the TrackSpends Materials, except for the limited rights set forth in this Agreement.
7. User Submissions
7.1 General - The TrackSpends Service may now or in the future permit the submission and posting or linking of text, pictures, media, audio and video recordings, commentary or any other content submitted by you and other users ("User Submissions"), and the hosting, sharing, and/or publishing of such User Submissions. User Submissions are displayed for entertainment and informational purposes only and are not controlled by TrackSpends. TrackSpends makes no representations that it will publish or use your User Submissions in any way and may or may not use your User Submissions in its sole discretion. You understand that whether or not such User Submissions are published, TrackSpends does not guarantee any confidentiality with respect to any User Submissions.
7.2 Grant of Rights - For clarity, you retain ownership of your User Submissions. However, by submitting User Submissions to TrackSpends, you hereby grant TrackSpends and its affiliates a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sub-licenseable, and transferable license to use, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit your User Submissions in connection with the TrackSpends Service and TrackSpends's (and its successor’s) business, including without limitation for promoting and redistributing part or all of the TrackSpends Service (and derivative works thereof) in any media formats and through any media channels now known or hereafter discovered. You grant TrackSpends and its affiliates and sub-licensees the right to use the name that you submit in connection with such User Submission if they choose. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Submissions. You also hereby grant to each user of the TrackSpends Service a non-exclusive license to access your User Submissions through the TrackSpends Service, and to use, reproduce, distribute, display, and perform such User Submissions as permitted by the functionality of the TrackSpends Service and these Terms.
7.3 User Submissions Representations and Warranties - You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and/or warrant that: (i) you own, or have the necessary licenses, rights, consents, and permissions to use and authorize TrackSpends to use all patent, trademark, copyright, or other proprietary rights in and to any and all User Submissions to enable inclusion and use of User Submissions in the manner contemplated by TrackSpends and these Terms, and to grant the rights and license set forth above, and (ii) your User Submissions, TrackSpends's use of such User Submissions pursuant to these Terms of Use, and TrackSpends's exercise of the license rights set forth above, do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (c) violate any applicable law or regulation.
7.4 User Submissions Prohibited Uses - In connection with your User Submissions, you further agree that you will not: (i) publish falsehoods or misrepresentations that could damage TrackSpends or any third party; (iii) submit material that is unlawful, defamatory, libelous, slanderous, threatening, pornographic, obscene, vulgar, harassing, harmful, hateful, abusive, racially or ethnically offensive or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or any right of privacy or publicity, or is otherwise inappropriate; (iv) post advertisements or solicitations of business; (v) impersonate another person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; or (vi) post User Submissions that would be harmful to minors in any manner.
8 Content Disclaimer - You understand that when using the TrackSpends Service, you will be exposed to User Submissions and other content (such User Submissions and other content, collectively, "Content") from a variety of sources, and that TrackSpends is not responsible for the accuracy, integrity, quality, legality, usefulness, safety, or intellectual property rights of or relating to such Content. You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against TrackSpends with respect thereto. TrackSpends does not endorse any User Submission or other Content or any opinion, recommendation, or advice expressed therein. Under no circumstances will TrackSpends be liable in any way for or in connection with any User Submissions or other Content, including, but not limited to, for any inaccuracies, errors or omissions in any Content, any intellectual property infringement with regard to any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise displayed or transmitted via the TrackSpends Service.
9 Monitoring Users and Content - You understand that all Content is the sole responsibility of the person from whom such Content originated. This means that you, and not TrackSpends, are entirely responsible for all User Submissions that you upload, post, e-mail, transmit or otherwise make available through the TrackSpends Service. TrackSpends does not control the Content posted by Users or otherwise made available by other persons and does not have any obligation to monitor such Content for any purpose. If at any time, TrackSpends chooses, in its sole discretion, to monitor the Content, TrackSpends nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content. You acknowledge that TrackSpends may or may not pre-screen User Submissions, but that TrackSpends and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any User Submission that is available via the TrackSpends Service. Without limiting the foregoing, TrackSpends and its designees may, at any time and without prior notice, remove any User Submission that in the sole judgment of TrackSpends violates these Terms or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with the use of any User Submissions or other Content, including any reliance on the accuracy, completeness, usefulness or legality of such User Submission or other Content.
10 Removal of Content - TrackSpends and its designees shall have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available on TrackSpends Service in whole or in part at any time for any reason or no reason, with or without notice and with no liability of any kind.
11. Prohibited Uses
11.1 As a condition of your use of the TrackSpends Service, you will not use the TrackSpends Service for any purpose that is unlawful or prohibited by these Terms. Access to the TrackSpends Materials and the TrackSpends Service from territories where their access or use thereof is illegal is strictly prohibited. TrackSpends Users are responsible for complying with all local rules, laws, and regulations including, without limitation, rules about intellectual property rights, the internet, technology, data, email, or privacy.
11.2 You agree not to reproduce, duplicate, copy, sell, trade, resell, distribute or exploit, any portion of the TrackSpends Service, use of the TrackSpends Service, access to the TrackSpends Service, or Content obtained through the TrackSpends Service, for any purpose other than as the TrackSpends Service is offered by TrackSpends.
11.3 You agree not to defame, harass, abuse, threaten, stalk or defraud Users of the TrackSpends Service, or collect, or attempt to collect, personal information about Users or third parties without their consent.
11.4 You agree not to intentionally interfere with or damage, impair or disable the operation of the TrackSpends Service or any User’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, worms, spyware, adware or other malicious code.
11.5 You agree not to remove, circumvent, disable, damage or otherwise interfere with any security-related features of the TrackSpends Service, features that prevent or restrict the use or copying of any content accessible through the TrackSpends Service, or features that enforce limitations on the use of the TrackSpends Service.
11.6 You agree not to attempt to gain unauthorized access to the TrackSpends Service, or any part of it, other accounts, computer systems or networks connected to the TrackSpends Service, or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the TrackSpends Service or any activities conducted on the TrackSpends Service.
11.7 You agree not to obtain or attempt to obtain any materials or information through any means not intentionally made available through the TrackSpends Service. You agree neither to modify the TrackSpends Service in any manner or form, nor to use modified versions of the TrackSpends Service, including (without limitation) for the purpose of obtaining unauthorized access to the TrackSpends Service.
11.8 You agree that you will not use any robot, spider, scraper, or other automated means to access the TrackSpends Service for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the TrackSpends Service.
11.9 You agree not to utilize framing techniques to enclose any trademark, logo, or other TrackSpends Materials without our express written consent. You agree not to use any meta tags or any other "hidden text" utilizing TrackSpends's name or trademarks without our express written consent.
11.10 You agree not to deep-link to the TrackSpends Service and will promptly remove any links that TrackSpends finds objectionable in its sole discretion. You agree not to use any TrackSpends logos, graphics, or trademarks as part of the link without our express written consent.
11.11 You agree not to make unsolicited offers, advertisements, proposals, or send junk mail, email, SMS or spam to other Users of the TrackSpends Service. This includes, but is not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures.
11.12 You agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the TrackSpends Service or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
11.13 You agree not to modify, adapt, translate or create derivative works based upon the TrackSpends Service or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
12 Account Information - In order to access some features of the TrackSpends Service, you will have to create an account. You agree that the information you provide to TrackSpends upon registration and, at all other times, will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times. You acknowledge, consent and agree that TrackSpends may access, preserve and disclose your account information and User Submission if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to (a) comply with legal process; (b) enforce the Terms; (c) respond to claim that any User Submission violates the rights of third parties; (d) to respond to your requests for customer service; or (e) protect the rights, property or personal safety of TrackSpends, its users and the public.
13 Password - When you register you will be asked to provide a password. As you will be responsible for all activities that occur under your password, you should keep your password confidential. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your account ID or password), you will immediately notify TrackSpends at info@TrackSpends.com. You may be liable for the losses incurred by TrackSpends or others due to any unauthorized use of your account.
14 Dealings with Advertisers - Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the TrackSpends Service are solely between you and such advertiser. YOU AGREE THAT TrackSpends WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON THE TrackSpends SERVICE.
15 Links and Third Party Content - TrackSpends or third parties may provide links on the TrackSpends Service to other sites or content (“Third Party Sites”). TrackSpends has no control over such Third Party Sites or content, and therefore makes no claim or representation regarding, and expressly disclaims responsibility for, the accuracy, quality, legality, nature, availability or reliability of Third Party Sites or content linked to by the TrackSpends Service. TrackSpends provides links to you only as a convenience, and the inclusion of any link on the TrackSpends Service does not imply our affiliation, endorsement, or adoption of the linked site or any information therein. ACCESS AND USE OF THIRD PARTY SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON THIRD PARTY SITES OR AVAILABLE THROUGH THIRD PARTY SITES, IS SOLELY AT YOUR OWN RISK. When you leave the TrackSpends Service, our terms and policies no longer govern. You should review applicable terms and policies, including the privacy and data gathering practices, of any Third Party Sites.
16 Availability of Service - TrackSpends may make changes to or discontinue any of the media, web communities, products, or services available within the TrackSpends Service at any time, and without notice. The media, products, or services on the TrackSpends Service may be out of date, and TrackSpends makes no commitment to update these materials on the TrackSpends Service.
17 User Disagreements - You are solely responsible for your involvement with other Users. If you have a dispute with one or more Users, you release TrackSpends (and TrackSpends's officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
18. Terms of Use Violations; Termination
18.1 TrackSpends - You agree that TrackSpends, in its sole discretion and for any or no reason, may terminate any User or customer account (or any part thereof) you may have at the TrackSpends Service or your use of the TrackSpends Service, and remove and discard all or any part of your account or any User Submission, at any time, with or without notice. TrackSpends may also in its sole discretion and at any time discontinue providing access to the TrackSpends Service, or any part thereof, with or without notice. You agree that any termination of your access to the TrackSpends Service or any account you may have or portion thereof may be effected without prior notice, and you agree that TrackSpends shall not be liable to you or any third-party for any such termination. TrackSpends does not permit infringing activities on the TrackSpends Service, and reserves the right to terminate access to the TrackSpends Service, and remove all content submitted, by any persons who are found to be infringers. Any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies TrackSpends may have at law or in equity.
18.2 User - If you are dissatisfied with the TrackSpends Service, please let us know at support@TrackSpends.com. Your input is valuable to us. Your only other remedy with respect to any dissatisfaction with (i) the TrackSpends Service, (ii) any term of this Terms of Use, (iii) any policy or practice of TrackSpends in operating the TrackSpends Service, or (iv) any content or information transmitted through the TrackSpends Service, is to terminate this Terms of Use and your account. You may terminate this Terms of Use at any time by closing your account, discontinuing your use of any and all parts of the TrackSpends Service, and providing TrackSpends notice of termination at support@TrackSpends.com.
19 Indemnification; Hold Harmless - You agree to indemnify and hold harmless TrackSpends, and its parent, subsidiaries, affiliates or any related companies (including those which share substantially common ownership), its suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of any of them from any and all claims, losses, obligations, damages, liabilities, costs or debt and expenses (including attorney’s fees) arising out of (i) your use or misuse of the TrackSpends Service; (ii) your User Submissions, including TrackSpends’s use, display or other exercise of its license rights granted herein with respect to your User Submissions; (iii) your violation of these Terms; (iv) your violation of the rights of any other person or entity, including claims that any User Submission infringes or violates any third party intellectual property rights; and (v) your breach of the foregoing representations, warranties, and covenants. TrackSpends reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of TrackSpends. TrackSpends will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
20. Disclaimers; No Warranties
20.1 No warranties - TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, TRACKSPENDS, AND ITS AFFILIATES, PARTNERS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TRACKSPENDS OR THROUGH THE TRACKSPENDS SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION 20 AND SECTION 21, THE TERM “TRACKSPENDS” INCLUDES TRACKSPENDS'S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, SUPPLIERS, LICENSORS, AFFILIATES AND SUBCONTRACTORS.
20.2 - "As is" and "As available" and "With All Faults." YOU EXPRESSLY AGREE THAT THE USE OF THE TRACKSPENDS SERVICE IS AT YOUR SOLE RISK. THE TRACKSPENDS SERVICE, USER SUBMISSIONS AND ANY THIRD-PARTY MEDIA, CONTENT, SOFTWARE, SERVICES OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE TrackSpends SERVICE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE", "WITH ALL FAULTS" BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED.
20.3 Platform Operation and Content - TRACKSPENDS, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT THAT THE TRACKSPENDS MATERIALS, USER SUBMISSIONS, TRACKSPENDS SERVICE, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE TRACKSPENDS SERVICE OR ANY THIRD PARTY SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
20.4 Accuracy - TRACKSPENDS, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE TRACKSPENDS SERVICE OR ANY THIRD PARTY SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
20.5 Harm to Your Computer - YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE TRACKSPENDS SERVICE (INCLUDING RSS FEEDS) OR ANY THIRD PARTY SITES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
21. Limitation of Liability and Damages
21.1 Limitation of Liability - UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL TRACKSPENDS OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA OR USE OR COST OF COVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OR THE INABILITY TO USE THE TRACKSPENDS MATERIALS AND USER SUBMISSIONS ON THE TRACKSPENDS SERVICE OR ANY THIRD PARTY SITES, THE TRACKSPENDS SERVICE ITSELF, OR ANY OTHER INTERACTIONS WITH TRACKSPENDS, EVEN IF TRACKSPENDS OR A TRACKSPENDS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, TRACKSPENDS’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
21.2 Limitation of Damages - IN NO EVENT SHALL TRACKSPENDS OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS, LICENSORS OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE TRACKSPENDS SERVICE (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE) EXCEED THE GREATER OF THE AMOUNT OF (A) ONE HUNDRED DOLLARS OR (B) THE AMOUNT OF FEES YOU HAVE PAID TRACKSPENDS IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY.
21.3 Third Party Sites - THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY THIRD PARTY SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN TRACKSPENDS AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE TRACKSPENDS SERVICE OR RECEIVED BY YOU THROUGH ANY THIRD PARTY SITES.
22. Miscellaneous
22.1 Applicable Law and Jurisdiction - The service is deemed to have been entered into at Bangalore, India and the laws of India will govern the membership. Disputes arising out of or in any way affecting the subscription to the service including interpretation of any of the terms are to be referred to arbitration under the Arbitration and Conciliation Act, 1996 [Indian Act] at Bangalore before a sole Arbitrator.
22.2 Waiver - A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of TrackSpends to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
22.3 Severability - If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
22.4 Assignment - The Terms and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by TrackSpends without restriction. Any assignment attempted to be made in violation of this Terms or Use shall be void.
22.5 Independent Contractor - You agree that no joint venture, partnership, employment, or agency relationship exists between you and TrackSpends as a result of these Terms or use of the TrackSpends Service. You further acknowledge that by submitting User Submissions or other Content, no confidential, fiduciary, contractually implied or other relationship is created between you and TrackSpends other than pursuant to these Terms.
22.6 Survival - The Sections entitled “Ownership; Proprietary Rights”, “User Submissions”, “Disclaimers; No Warranties”, “Indemnification; Hold Harmless”, “Limitation of Liability and Damages”, and “Miscellaneous” will survive any termination of these Terms.
22.7 Headings - The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof.
22.8 Entire Agreement - This is the entire agreement between you and TrackSpends relating to the subject matter herein and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. The Agreement shall not be modified except in a writing, signed by both parties, or by a change to these Terms or Guidelines made by TrackSpends as set forth in Section 4 above.
22.9 Claims - YOU AND TRACKSPENDS AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE TRACKSPENDS SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
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