Terms of Service

1. Introduction

“ONETRACK LLC” is a company that provides professional services such as installation, maintenance and licensing of “OneTrack LLC” solutions.

These terms and conditions ("Terms") regulate your use of the onemore.com Website ("Website") and any of their associated products and Services (collectively, "Services"). These Terms and Conditions are legally binding between you (“Client”, “User”, “you”, “Customer” or “your”) and OneTrack LLC (“OneTrack LLC”, “we”, “us” or “our”). OneTrack LLC and you together will be referred to as “the parties”. The terms "User," "you," or "your" relate to the entity in question if you are signing these Terms on behalf of a company or other legal entity and you represent that you are authorized to bind that entity to its terms.

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You must not accept these Terms and may not access or use the Services if you do not have such authority or if you do not agree with the provisions of these Terms. You acknowledge that you have read, understand, and agree to be bound by these Terms by accessing and using the Services. You accept that, despite the fact that these Terms are electronic and not physically signed by you, it constitutes and governs your use of the Services in a contract between you and OneTrack LLC.
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These Terms of Engagement ("Terms") apply to all dealings between ONETRACK LLC and the Customer. These Terms expressly exclude any terms and conditions of the Customer.

2. Obligations of the Customer

The Customer shall provide OneTrack LLC with all essential information (including access and logins) and documents relevant to the performance of the Scope of Work, either orally, by delivery of physical documents or in electronic form and shall undertake the components of the Scope of Work which are identified as the Customer’s responsibility. The Customer is aware that OneTrack LLCis only able to provide its services if OneTrack LLCreceives all credentials, access information and general information from the Customer.

3. Customer Information

Any information, data, or materials (collectively, "Content") that you upload on the Services while using the Service are not our property. All submitted Content is subject to your entire responsibility for its truthfulness, integrity, appropriateness, legality, and intellectual property ownership or right to use. When you submit content to the Services or develop it using our Services, we may watch over it and assess it. In order to provide you with the Services, you give us permission to access, copy, distribute, store, transmit, reformat, display, and perform the Content of your user account.
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We reserve the right, however no obligation, at our sole discretion, to reject or take down any Content that, in our reasonable judgment, violates any of our policies or is otherwise harmful or objectionable. This applies without limiting any of the aforementioned representations or warranties.

4. Data Privacy

Where either Party collects, processes, uses, transmits or becomes apprised of personal data of the other Party or, without limitation, the other Party’s employees, customers or Customers, in connection with the performance of these Terms, such Party shall comply with the provisions of the relevant data protection laws and regulations of the United States of America.
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For the avoidance of doubt, the Data Protection Laws of the DIFC shall not apply as the OneTrack LLC is not registered within the DIFC.
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It is the sole responsibility of the Customer to comply with the Data Protection Laws of its jurisdiction(s) during the provision of services by OneTrack LLC.

5. Confidentiality

OneTrack LLC shall not disclose the confidential information of the Customer to third parties without written consent. The Customer shall also not disclose any confidential information of OneTrack LLC to third parties without written consent.

Each of the Parties undertakes to use the confidential information received by it solely for the agreed purposes of their Terms. The Parties shall take the necessary precautions, including with regard to their own confidential information, to prevent disclosure to unauthorized third parties. These requirements do not apply:


a. to information that is publicly available other than by breach of this confidentiality obligation;

b. to information that the Parties demonstrably had in their possession prior to the conclusion of these Terms;

c. to information about a Customer or supplier or service provider of the Customer, provided that the Customer has released OneTrack LLC from its confidentiality obligation in writing; and/or

d. if the disclosure is required to comply with statutory disclosure obligations, in which case OneTrack LLC shall notify the Customer without delay of the request for such disclosure and, if the obligation to disclose is in dispute, shall take legal action against the request as instructed by the Customer. Where OneTrack LLC incurs expense in an effort to avoid the disclosure of confidential information, the Customer shall reimburse such costs or release OneTrack LLC from the duty of confidentiality in writing prior to incurring such costs.

The Parties undertake to prevent the unauthorized disclosure or use of confidential information by their customers, subcontractors, users or legal representatives.

The Parties undertake to protect the information received and to store it in such a way as to prevent unauthorized access by third parties. The Parties undertake to treat the contents of these Terms as strictly confidential.

6. Source Code, Content Delivery Network & Tracking Code Protection

During the execution the provision of Services by OneTrack LLC, the Customers might be able to get access to OneTrack LLC’s Source Code(s), Content Delivery Network(s), Tracking Code(s), Web Design, UX of its Webapp and User Interface (‘Electronic Information and Design’). The Customer shall not under any circumstances copy, duplicate or otherwise reproduce the Electronic Information and Design in any manner. Electronic Information and Design is a confidential and proprietary property of the OneTrack LLC.
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The Customer agrees to inform all employees and contractors who are given access by the Customer to the Software, including the Source Code, the Object Code, any other Electronic Information and Design or any accompanying documentation (such as screenshots, recordings, photographs), that such materials are confidential and trade secrets of OneTrack LLC and licensed to the Customer as such. The Customer warrants not to share any Electronic Information and Data in whatsoever manner with any agency or other competitors of OneTrack LLC in the broadest sense.

The Customer is only allowed to share the absolute necessary information with its own marketing agency provided that the marketing agency undertakes to obey Article 5 and 6 of these Terms. The Customer hereby authorizes OneTrack LLC to monitor the log-in activities in any manner OneTrack LLC considers as appropriate.

OneTrack LLC is not obligated to disclose any Electronic Information and Design to the Customer, unless the Customer needs this information in its normal course of business.

7.Granting of Rights

For the avoidance of doubt, the Parties hereby affirm that the OneTrack LLC shall be solely entitled to any ancillary copyrights, copyrights and know-how arising from the contractual relationship and any granting of rights to the Customer is therefore excluded.
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The Customer is prohibited from selling, exploiting, sharing or reproducing OneTrack LLC's know-how (Electronic Information and Design, strategies, templates, product demos, samples and other products).

The Customer hereby authorizes OneTrack LLC to delete, destroy or make unusable any files, data, source codes, tracking codes or any other codes and IP rights related to data stored on the server, once these Terms will be terminated for whatsoever reason.

8.Restrictive Convenants

The Customer undertakes not to hire or engage, whether directly or indirectly, any employees or subcontractors of the OneTrack LLC during the term of OneTrack LLC’s engagement and for a period of twenty-four (24) months after the termination of OneTrack LLC’s engagement.

9.Responsibilities, Representations and Warranties

OneTrack LLC represents and warrants that (i) the Services provided hereunder will be performed in a professional manner. Such warranty does not extend to any modification of services by anyone other than OneTrack LLC or its Subcontractors at the time of such modifications, any abuse or misuse of services by the Customer, or use of services in an operating environment that differs significantly from the specifications agreed upon by the parties.

Except as set forth in this Terms, Electronic Services are provided on as “As Is” and “As Available” basis, and OneTrack LLC expressly disclaims all other warranties, express and implied, including, but not limited to the implied warranties of merchantability and fitness for a particular service. OneTrack LLC makes no warranty of any kind, whether express or implied, with regard to any third party products, third party content or any software, equipment or hardware obtained from third parties.
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For the avoidance of doubt, Customer hereby confirms and understands that OneTrack LLC does not warrant any specific outcome of the data tracking and analytic services. OneTrack LLC shall be solely responsible for the manner of its performance of the Scope of Work. The OneTrack LLC is also free to determine the location, working hours and personnel for the performance of the Scope of Work. The Consultant OneTrack LLC is permitted to use its own service providers or independent third parties to carry out all or any part of the Scope of Work provided that such service providers of third parties have the necessary qualifications to provide the agreed services.

10. Indemnities

1. The Customer shall indemnify, defend, and hold harmless OneTrack LLC its parents, subsidiaries, and affiliated companies, and its and their respective employees, officers, directors, shareholders, and agents (each an “ OM Indemnitee”) from and against any and all Loss incurred by an  OM Indemnitee based upon or arising out of any third-party claim, allegation, demand, suit, or proceeding (each, a “Claim”) made or brought against any  OM Indemnitee with respect to any advertising, branding, research or other products or services which  OM prepared or performed for Customer hereunder to the extent that such Claim relates, in whole or substantial part, to: (i) the inaccuracy of any information supplied by Customer or its agents to  OM including, without limitation, information concerning Customer’s products and services, the products or services of Customer’s competitors or Customer’s product or service category; (ii) the use of any marketing, branding, research, advertising, packaging, trademark, software, hardware or other materials, or components thereof, furnished by Customer or its agents to OM to be included in any Materials or media placements; (iii) the use of any materials or data provided or created by  OM and changed by Customer or its agents or used in a manner different from that agreed by the parties; (iv) risks or restrictions known by Customer where Customer nonetheless elected to proceed; (v) death, personal injury, or product liability (including health and safety) claims or actions arising from the use of Customer’s products and services; (vi) the unauthorized or improper use of Materials or the Marks by Customer, Customer’s designees, licensees, distributors, franchisees or Customer Affiliates; (vii) claims brought by Customer’s employees for employment discrimination, other employment or labor disputes, breach of contract, personal injury or other civil law matters, or claims brought by those parties with whom Customer has a contractual or supplier relationship; (viii) allegations of patent, trademark or trade dress infringement or any other violation of a patent, trademark or trade dress right; (ix) any material breach of the terms of this Agreement by, or any act of omission of, Customer or its agents or employees relating to media commitments made by  OM pursuant to Customer’s approval as provided for herein; and (x) the negligence, gross negligence, bad faith, or intentional or willful misconduct of Customer or its employees, agents or Customer Affiliates.
2. Excluding claims covered by Section 9 – 1 ,  OM shall indemnify, defend, and hold harmless Customer, the Customer Affiliates, and their respective employees, members, managers, officers, directors, shareholders, and agents (each a “ Customer Indemnitee”) from and against any and all Loss incurred by a Customer Indemnitee based upon or arising out of any Claim made or brought against Customer arising out of the production or dissemination of materials produced hereunder that involve (i) libel, slander, defamation, , arising out of work created by  OneTrack LLC and in final form (i.e., ready to be disseminated to the public); or (ii) damage to or destruction of personal property, injury to or death of any person directly attributable to or arising out of OneTrack LLC’s negligence or willful misconduct in connection with the performance of the Services hereunder.
3. Third Party Investigations of Customer. In addition, the Customer shall reimburse OneTrack LLC for all costs and expenses (including reasonable attorneys’ fees and costs) incurred by OneTrack LLC resulting from any third-party investigation of the acts or practices of Customer including, without limitation, any costs or expenses related to compliance with any third party subpoena or other discovery request. Should OneTrack LLC be served with a third party subpoena in connection with Services it performed for Customer, OneTrack LLC shall promptly advise Customer and consult with Customer regarding OneTrack LLC’s response to the subpoena to the extent the subpoena seeks Customer data, documents, or information pertaining to Customer so that Customer may have an opportunity to seek appropriate relief.
4. Notification of Claims. A party entitled to be indemnified pursuant to this Section 10 (the “Indemnified Party”) shall provide prompt written notice to the party liable for such indemnification (the “Indemnifying Party”) of any claim or demand which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement. The Indemnifying Party shall promptly undertake to discharge its obligations hereunder. Additionally, the Indemnifying Party shall employ counsel reasonably acceptable to the Indemnified Party to defend any such claim or demand asserted against the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any such claim or demand at its own expense. The Indemnified Party shall cooperate with the Indemnifying Party in any such defense. In addition, the Indemnified Party shall at all times have the right to fully participate in any settlement which it reasonably believes would have an adverse effect on its business, but the Indemnified Party shall not make any settlement of any Claims that might give rise to liability of the Indemnifying Party without the prior written consent of the Indemnifying Party. The Indemnified Party shall make available to the Indemnifying Party or its agents all records and other materials in the Indemnified Party’s possession reasonably required by it for its use in contesting any third party claim or demand.‍
5. Excluding indemnification obligations or damages arising from breach of a party’s confidentiality obligations, neither party shall be liable to the other, regardless of the form of action, whether in contract, tort or otherwise, for any lost profits (excluding direct damages for OM’s anticipated fees), business interruption, or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to this agreement, even if such party has been advised of the possibility of such damages or liability, nor shall OneTrack LLC’s aggregate liability for any other damages arising out of this agreement exceed the revenue paid by Customer to OM in accordance with the applicable sow.

11. Third Party Services

If you choose to use or access third party Services (such as for payments), be aware that such uses are governed by other Terms and Conditions. We are not liable for any interaction you have with third Party Services. You irrevocably waive any claim against OneTrack LLC with respect to such other Services.

OneTrack LLC is not responsible for any loss or damage caused or purported to be caused by or in relation to your activating, accessing, or using any other Services, or your dependence on such other Services' privacy practices, data security processes, or other policies. Such other Services may need you to sign up for or register onto their separate platforms. By enabling any other Services, you fully consent to OneTrack LLC disclosing your data as needed to allow the usage or enablement of such other Service.

12. Governing Law and Arbitration

All Terms between the Parties shall be governed by the Laws of the Dubai International Financial Centre (DIFC). Any dispute arising out of or in connection with these Terms and Conditions or Legal Terms between the Parties, including any question regarding its existence, validity or termination, shall be referred to the Dubai International Arbitration Centre and finally resolved by arbitration under the DIAC Arbitration Rules in force on the date of the submission of the request for arbitration (“the Rules”), which Rules are deemed to be incorporated by reference into this clause.

The arbitration tribunal shall consist of three (3) arbitrators and the arbitrators shall be appointed in accordance with the Rules. The Place of arbitration shall be the city of Dubai. The arbitration proceedings and award shall be conducted and written in English language. The arbitrator(s) shall compel the losing party to refund the winning party its reasonable expenses for its legal counsel. The reasonable expenses shall be in the vicinity of the remuneration of one arbitrator (if only one arbitrator would have been appointed). In the case the claimant or counter claimant only wins partially, the winning party shall get refunded the expenses for its legal counsel proportionally.

13. Compliance

Any use of the website or services of OneTrack LLC by you shall be compliant with all applicable jurisdictions and regulations and it should not negatively affect the reputation or operation of OneTrack LLC. You shall take no actions whatsoever which could case OneTrack LLC to be in violation of any law or jurisdiction applicable to OneTrack LLC.

14. Accuracy of Information

On occasion, there could be information on the Services that is inaccurate, incomplete, or missing information that relates to product descriptions, prices, promotions, and offers. We retain the right to modify or update information or cancel orders if any information on the Services or Services is erroneous at any time without prior notice in order to remedy any mistakes, inaccuracies, or omissions (including after you have submitted your order). Unless as required by law, we make no commitment to update, modify, or make clear anything on the Services, including without limitation price information. It should not be assumed that since there is no explicit update or refresh date assigned to the Services, all information on the Services or Services has not been changed or updated.

15. Backups

We shall make every effort to guarantee the accuracy and completeness of the backups we make of the Website and its Content on a regular basis. We will automatically restore backups in the case of hardware failure or data loss to lessen the effects of downtime.

16. Links to other Resources

The Services may link to other resources (such as websites, mobile phone applications, etc.), and we are not, in any way, implying any approval, association, sponsorship, endorsement, or affiliation with any linked resource, unless specifically mentioned herein. We have no obligation to investigate, assess, or guarantee the accuracy of any company's or person's information, product, service, or another offer. We disclaim all duty and responsibility for any such third parties conduct, goods, services, and content. Whenever you access a resource through a link on the Services, you should carefully check the legal disclaimers and other terms of use. You do it at your own risk when you link to any other off-site content.

17. Severability

All rights and limitations set forth in these Terms may only be imposed and shall be applicable and binding insofar as they do not conflict with any laws that may be in force. They are also intended to be limited to the minimum extent necessary to avoid making these Terms illegal, invalid, or unenforceable.

It is the intention of the parties that the remaining provisions or portions thereof shall constitute their Terms with respect to the subject matter hereof and that all such remaining provisions or portions thereof shall remain in full force and effect if any provision or portion of any provision of these Terms shall be held to be illegal, invalid, or unenforceable by a court of competent jurisdiction.

18. Updates and Amendments

We retain the right, in our sole discretion, to change these Terms or any of its provisions pertaining to the Services at any time. We will update the date at the bottom of this page when we do so. At our discretion, we may also notify you in other ways, such as using the contact details you have supplied.

Unless otherwise stated, a new version of these Terms will take effect as soon as it is posted online. Your continued use of the Services following the updated Terms' effective date (or any other action indicated at that time) will be regarded as your acceptance of those changes.

19. Acceptance of these Terms

You acknowledge that you have read and understood these terms and agree to all its terms and conditions. By accessing and using the Services you agree to be bound by these Terms. If you do not agree to abide by the terms of these Terms, you are not authorized to access or use our Services.

20. Contact us

If you have any questions, concerns, or complaints regarding this Terms, we encourage you to contact us using the details below:

info@one-track.io