Updated on March 16th, 2026

TrackDrive Platform Terms of Service

Your use of the TrackDrive Platform (the “Service”), operated by TrackDrive, LLC, a Colorado limited liability company (“TrackDrive” or “We”), is subject to these Terms of Service (“Terms” or “Agreement”) at all times. By creating an account and using the Service, each user (“You”) agrees to be bound by these terms.

PLEASE REVIEW THESE TERMS CAREFULLY BEFORE USING THE SERVICE. These Terms contain a mandatory arbitration provision and require you to defend and indemnify TrackDrive for any claim arising from your use of the Service.

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.

1. Access Rights

TrackDrive grants You a non-transferable, non-exclusive, revocable, limited right  to access and use the Service as made accessible to You through TrackDrive.net (“Platform”) 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 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 in Section 2), 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 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.

1.1. Access Restrictions & 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 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 are 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 these Terms. If TrackDrive suspends or terminates your account, it will make reasonable efforts to notify You after doing so

1.4. Term, Suspension and Termination. 

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

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 Terms. Any violation of these Terms, specifically including violations of Section 2 (Platform Use Compliance & Restrictions) or failure to pay applicable fees under Section 3.
• Third-Party Discontinuation. If TrackDrive is 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.

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.

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 networks.

         1.5. Cancellation.

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.

Effective Date and 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.

Outstanding Financial Obligations. Cancellation of your account does not relieve You of the obligation to pay for any Service Use Fees as utilized prior to the effective date of cancellation. 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.

Loss of Data and Telephony Assets. Upon the final effective date of cancellation at the end of your billing cycle, 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 not be liable to You for any failure or delay in the availability of the Service during the Term due to causes beyond its reasonable control. Such causes may include, without limitation:

• 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, malicious attacks, or cyber-terrorism.
• Pandemics, epidemics, public health emergencies, governmental orders and acts, or material changes in law.
• War, terrorism, riots, acts of God, or any other true force majeure event.

         1.7. General Access Restrictions. You are strictly prohibited from misusing the Platform. Without express, written authorization from TrackDrive, You are not authorized to:

• No White-Labeling or Reselling. Co-brand, co-market, white-label, distribute, syndicate, or offer a service similar to or competitive with the Service to third parties.
• No Commercial Misuse of Assets. Copy, modify, or use any text, graphics, headers, banners, images, videos, applications, files, or any other separate Platform element for any commercial purpose outside of the access rights expressly granted to You under this Agreement.
• No Reverse Engineering. Modify, create derivative works from, decompose, decompile, reverse engineer, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, structure, or organization of the Platform or Service.

1.8. Security Restrictions. At all times during your access and use of our Service, You strictly agree that You shall:

• No Automated Interference. Not interfere with, disrupt, or burden the Service via automated means.
• Maintain Security Protocols. Not bypass, probe, or violate any existing security measures or authentication mechanisms.
• No Malicious Code or Spam. Not use spam, malware, or bots, nor use the Service to violate any laws, including, but not limited to, copyright, trademark, or any other intellectual property rights.
• Prevent Unauthorized Access. Not provide unauthorized third parties with access to the Platform or your account without express written permission from TrackDrive.

2. Platform Use Compliance & Restrictions

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.

• 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.
• Account Liability. You agree to abide by all applicable laws and regulations and are solely responsible for all acts or omissions that occur under your account.
• Regulatory Compliance. 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.
• 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 these Terms and all applicable laws.

2.2. Zero-Tolerance Policy for Legal Violations. 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. Any such violation constitutes a material breach of these Terms. This includes, but is not limited to:

• The Telephone Consumer Protection Act (TCPA), 47 U.S.C. §227 et seq. and corresponding regulations, 47 C.F.R. §64.1200(a)(1) et seq.
• The Telemarketing Sales Rule, 16 C.F.R. §310.
• State telemarketing laws and regulations.
• The CAN-SPAM Act of 2003.
• The Federal Trade Commission Act and corresponding rules, regulations, and guidelines.

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.

• 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 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 and pre-recorded messages. I understand consent is not a condition of purchase. I agree to binding arbitration for any disputes."
• Consent Records. You shall maintain records evidencing such consent (“Consent Records”) for five (5) years. These records must include: (i) opt-in date and time, (ii) source, (iii) first and last name, (iv) address, (v) phone number, and (vi) any other information collected.
• 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 and shall provide them upon demand to TrackDrive.
• Suppression Lists. To the extent TrackDrive provides a suppression list for phone numbers to You, You shall regularly 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.
• 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.

2.4. Monitoring, Enforcement, and Litigation. 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 these Terms or the law.

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

2.5. Service Use Restrictions. You shall not do any of the following in relation to Your use of the Service:

1. Violate, or encourage violation, of these Terms or any applicable law or regulation.
2. Violate any acceptable use policy of your chosen upstream service provider.
3. Violate industry standards, other TrackDrive or third-party policies, carrier guidelines, or other requirements that TrackDrive may communicate, including usage requirements.
4. Engage in any unsolicited advertising, marketing, or other activities, including unwanted phone calls, SMS/MMS messages, voice mail, or faxes, in violation of any laws or regulations, including the Telephone Consumer Protection Act, the Do-Not-Call Implementation Act, anti-spam laws and regulations, the CAN SPAM Act of 2003, or any similar telemarketing, anti-spam, data protection, or privacy legislation.
5. Restrict or inhibit another’s use or enjoyment of the Service, including by submitting malware or exploiting software vulnerabilities.
6. Harvest or collect information about users for unlawful purposes.
7. Provide false, misleading, or inaccurate information, including through impersonation.
8. Infringe upon the intellectual property rights or other rights of TrackDrive or third parties, including failing to secure the necessary mechanical or performance licenses for any audio files, hold music, or scripts uploaded to or broadcasted via the Service. Furthermore, You may not engage in brand impersonation or trademark infringement by using unauthorized third-party brand names or misleading caller identification (spoofing) in your SMS/MMS messages, voice calls, or IVR campaigns to deceive consumers..
9. Engage in conduct, or encourage conduct, that is libelous, defamatory, discriminatory, or otherwise malicious or harmful to any person or entity.
10. Receive, send, or otherwise process Protected Health Information as defined by the Health Insurance Portability and Accountability Act of 1996 as amended, unless You have signed a Business Associate Agreement or exception with TrackDrive.
11. Transmit viruses, Trojan horses, worms, malicious code, or destructive content.
12. Attempt to probe, scan, test, or violate the security features of the Service or any associated system or network, or to obtain unauthorized access to any content or data.
13. Forge, modify, or falsify any network packet or protocol header or metadata.
14. Disable, overburden, damage, or limit TrackDrive’s ability to provide the Service, or reverse-engineer the Service to find limitations, vulnerabilities, or evade filtering.
15. Use a robot, spider, or other application to retrieve/index any part of the Service, except via published APIs, or copy any part of the Service without TrackDrive’s consent.
16. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Service, or any server, computer, or database connected to the Service.
17. Fail 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.

2.6. No Campaign Content Investigation, Right to Monitor & Remove Campaign Content. We assume no responsibility to investigate any Campaign Content either before any Campaign Content is uploaded or after the same is 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. Notwithstanding, We shall have the right, however, to monitor all Content to investigate actual or possible violations of this Agreement by You. We shall have the right to reject, remove and disable access to any Campaign Content at any time, without notice, for any reason including suspected non-compliance and explicitly prohibit illegal, harmful, or misleading Campaign Content  from being uploaded.

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.

• 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.
• 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.
• 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.
• Refunds: TrackDrive may give refunds on deposited amounts that are not used for the Service.

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: Your account may be subject to additional fees 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 these Terms.

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

• Call Recording Deletion: If your account balance remains below $0 for 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 will be entitled to suspend or terminate your access to the Service, including your account, in its sole discretion. We will not have any liability whatsoever for any damage, liabilities, losses (including any loss of data 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.

4. Indemnification

You, your personal representatives, heirs, successors and/or permitted assigns, as applicable, voluntarily agree to hold harmless, defend, and indemnify TrackDrive and its members, managers, officers, employees, agents, affiliates, consultants, representatives, licensees, successors and/or assigns from any and all claims, actions, liabilities, judgments, settlements, fees, costs or any other damages of any kind or nature arising out of or in any way relating to your use of the Service, or use of the Service by any of your agents, including, but not limited to, any violation of any laws by You or any other breach of these Terms by You.

Weshall defend, indemnify, and hold You harmless against any reasonable third-party claims arising only from TrackDrive’s willful, intentional, and malicious violation of the law, provided that You give immediate notice of the claim, TrackDrive retains full control of the defense and settlement, and You fully cooperate.

5. Communications & Data Collection Practices

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.

• Methods of Contact. Depending on the information You provide, these communications may occur via email, phone call, fax, SMS/MMS message, or Microsoft Teams.
• 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 Data Use Policy, which is incorporated into this Agreement by reference.

• Consent to Processing. By entering into this Agreement, You agree to our collection, use, and disclosure of your information in accordance with our Data Use Policy.
• Controlling Document. If there is any conflict between the terms of our Data Use Policy and the terms of this Agreement, the terms of this Agreement shall control.
• 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:

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

7. Third-Party Websites and Services

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, 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 Service, the platform relies on independent third-party infrastructure. The loss or interruption of any one of those independent services may prevent the Service 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.

8. Disclaimer of Warranties

NO WARRANTIES. THE SERVICE IS BEING PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE DO NOT GUARANTEE ANY SPECIFIC RESULTS FROM THE USE OF THE SERVICE. WITHOUT LIMITATION OF THE FOREGOING, WE SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO:

A. GENERAL SOFTWARE & SECURITY DISCLAIMERS:

• ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, OR INTEROPERABILITY OF THE SERVICE.
• ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
• THAT ANY PORTION OF THE PLATFORM WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES, OR ANYTHING ELSE MANIFESTING CONTAMINATING OR DESTRUCTIVE PROPERTIES.
• THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY ERRORS WILL BE CORRECTED.

B. MARKETING & TELECOM SPECIFIC DISCLAIMERS:

• THE NUMBER OF LEADS THAT WILL BE GENERATED BY YOUR CAMPAIGN CONTENT.
• ANY SPECIFIC LEVEL OF REVENUE OR SALES GENERATED THROUGH YOUR USE OF THE SERVICE.
• THAT CONDUCTING SMS AND TELEPHONE LEAD GENERATION CAMPAIGNS USING THE SERVICE WILL COMPLY WITH ANY LAWS, INCLUDING BUT NOT LIMITED TO VIOLATIONS UNDER THE TELEPHONE CONSUMER PROTECTION ACT (TCPA) AND THE TELEMARKETING SALES RULE (TSR).

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. Limitation of 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 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

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE TO THE FOLLOWING LIMITATIONS:

• NO CONSEQUENTIAL DAMAGES. TRACKDRIVE SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, ATTORNEY’S FEES, LOST PROFITS, REVENUES, REPLACEMENT OF GOODS, LOSS OR DAMAGE TO DATA, OR SIMILAR DAMAGES RELATED TO YOUR USE OF THE SERVICE, REGARDLESS OF ANY NOTICE.
• NO LIABILITY FOR THIRD-PARTY DISPUTES. TRACKDRIVE IS STRICTLY A TECHNOLOGY CONDUIT FOR ROUTING COMMUNICATIONS. 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.
• BROAD APPLICATION. WE SHALL NOT BE LIABLE AS STATED ABOVE REGARDLESS OF THE CAUSE OF ANY DAMAGES INCURRED, 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.
• FINANCIAL CAP. IN ALL CASES, YOU SHALL BE LIMITED IN YOUR RECOVERY FROM US FOR ANY AND ALL DAMAGES OF ANY KIND OR NATURE BASED ON ANY BREACH OF THIS AGREEMENT BY US OR OTHERWISE IN CONNECTION WITH YOUR USE OF THE SERVICE TO THE TOTAL AMOUNT OF ALL SERVICE FEES PAID BY YOU HISTORICALLY PRIOR TO THE DATE OF THE ASSERTION OF THE CLAIM.
• WAIVER OF UNKNOWN CLAIMS. YOU ACKNOWLEDGE YOU ARE WAIVING RIGHTS CONCERNING CLAIMS THAT ARE UNKNOWN OR ARE UNSUSPECTED. ACCORDINGLY, YOU AGREE TO WAIVE THE BENEFIT OF AND YOUR RIGHTS UNDER ANY LAW THAT OTHERWISE MIGHT LIMIT WAIVER OF SUCH CLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW.

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 as allowed under any applicable laws.

12. BINDING ARBITRATION AND CLASS ACTION WAIVER.

12.1. Agreement to Arbitrate & Class Action Waiver. EXCEPT AS EXPLICITLY STATED IN SECTION 12.2, THE PARTIES AGREE TO GIVE UP THEIR RESPECTIVE RIGHTS TO SEEK INJUNCTIVE RELIEF AND/OR BRING ANY CLAIMS RELATING TO THIS AGREEMENT BEFORE A COURT OF LAW OR OTHER LEGAL TRIBUNAL INCLUDING WAIVING THE RIGHT TO A TRIAL BY JUDGE OR JURY AND THE RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION LAWSUIT(S) AND TO OTHERWISE RESOLVE ALL DISPUTES OR CLAIMS EXCLUSIVELY BY BINDING ARBITRATION.

12.2. Exceptions. TrackDrive reserves the right to bypass arbitration and seek immediate injunctive or legal relief in a court of law to protect its intellectual property rights, to remedy any breach of the terms of Sections 1, 2, or 3 by You, or to enforce an arbitrator’s decision hereunder.

12.3. Arbitration Rules & Venue. Except as stated above, any claims, disputes or controversies of whatever kind and nature, whether preexisting, present or future between You and TrackDrive, our agents, employees, members, managers, officers, successors and assigns, to the extent applicable, arising from or relating to this Agreement, its interpretation or validity, shall be resolved exclusively by binding arbitration under the then-current rules of the American Arbitration Association (“AAA”) and shall be administered by a single arbitrator appointed by the AAA from the panel of commercial arbitrators of any of the AAA Large and Complex Resolution Programs. Any arbitration proceeding shall be brought and heard exclusively in El Paso County, state of Colorado, USA.  

12.4. Arbitrator Authority & Judgments. 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 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) the subject of any arbitration proceeding then in effect at the time of such claim, or ii) any award inconsistent with the limitation on liability set forth in Section 10. Any judgment may 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. 

        12.5. One-Year Time Limitation on Claims. EACH PARTY MUST NOTIFY THE OTHER PARTY IN WRITING VIA CERTIFIED U.S. MAIL OF ANY CLAIMS ARISING OUT OF OR RELATED TO THE SERVICE REQUIRED TO BE RESOLVED BY BINDING ARBITRATION THAT SUCH PARTY INTENDS TO SUBMIT TO ARBITRATION PURSUANT TO THIS SECTION WITHIN ONE (1) YEAR AFTER THE EARLIER OF I) THE DATE THE ACT GIVING RISE TO THE CLAIM FIRST OCCURS, OR II) THE DATE THE CLAIMING PARTY DISCOVERS THE EXISTENCE OF ANY SUCH CLAIM, WHICH SHALL BE DEFINED AS THE DATE SUCH PARTY SHOULD HAVE DISCOVERED THE EXISTENCE OF THE FIRST ACT GIVING RISE TO THE CLAIM IF THAT DATE IS EARLIER THAN THE ACTUAL DISCOVERY DATE HAD SUCH PARTY USED EITHER CUSTOMARY AND/OR COMMERCIALLY PRUDENT PRACTICES REASONABLY EXPECTED TO BE USED BY SUCH PARTY UNDER THE CIRCUMSTANCES. OTHERWISE, SUCH CLAIM SHALL BE PERMANENTLY BARRED. 

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, shall be incorporated into this Agreement immediately upon being posted, and if inconsistent with any other terms and conditions of this Agreement, shall supersede any such conflicting terms or conditions. By accessing and using the Service after such revised terms are posted, 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.

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.

14. Miscellaneous

A. Entire Agreement. You agree that this Agreement constitutes the complete and exclusive agreement regarding your access to and use of the Service and supersedes any prior communications, representations or agreements of the parties, whether written or oral to the extent in conflict with any provision of any other applicable agreement relating to your use of the Service. 

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. Venue & Choice of Law. This Agreement shall be construed and enforced under the laws of the state of Colorado, USA, without regard to any applicable conflict of laws principles and without regard to any applicable International laws, treaties or regulations. 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, 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. The waiver of a breach of any provision of this Agreement by You shall not operate or be construed as a waiver by TrackDrive  of any other or subsequent breach by You. 

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. 

G. Survival.  The provisions contained in Section 4 (Indemnification), Section 10 (Limitation of Liability), Section 12 (Arbitration), and all of the provisions contained in Section 14 (Miscellaneous) shall extend beyond the termination of this Agreement or otherwise beyond the expiration of your right to use the Service and will remain in effect in perpetuity.

H. No Joint Venture or Partnership Relationship. 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 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.