GainTrace Terms of Service

Definitions

• "Affiliate" means any entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of the voting interests.
• "Authorized User" means an individual you allow to use the Service under your account (such as your employees, contractors, or agents), and for whom a subscription has been purchased or provisioned. Authorized Users are identified by unique credentials that must not be shared.
• "Customer Data" means all data, records, and information that you or your Authorized Users submit to the Service, or that the Service ingests on your instruction from your connected systems through an Integration. Customer Data includes personal data relating to your own customers, prospects, contacts, and end users. Outputs are treated as Customer Data.
• "De-identified and Aggregated Data" means data that we derive from Customer Data or from use of the Service and process using reasonable measures so that it does not identify, and is not reasonably capable of being used to identify, you, an Authorized User, any individual, or any specific account, and that we maintain and use only in de-identified and aggregated form.
• "Documentation" means the user guides, help materials, and technical documentation we make available for the Service.
• "Integration" means a connection between the Service and a Third-Party Service (for example, a CRM, billing, payment, product-analytics, or support system) that you choose to enable so that data can flow to or from the Service.
• "Order Form" means an ordering document or online order signed or accepted by you and us that points to these Terms and sets out the subscription, plan, fees, billing cycle, term, and any negotiated terms. For self-serve subscriptions, the plan and configuration you select at checkout serve as your Order Form.
• "Outputs" means the scores, customer-health indices, churn and expansion predictions, risk flags, segments, summaries, recommendations, and other results that the Service generates from Customer Data, including content generated using artificial intelligence.
• "Prohibited Data" has the meaning given in Section 7.
• "Sub-processor" means a third party we engage to process personal data contained in Customer Data on your behalf.
• "Third-Party Service" means any product, service, or content provided by a third party that you connect to, or use together with, the Service, including services reached through an Integration and any third-party artificial-intelligence provider.
• "Volume Limits" means the usage entitlements for your subscription, which may be measured by Authorized User seats, by the number of your customer accounts tracked in the Service, by subscription tier, or by another unit stated in your plan or Order Form.

The Service and your subscription

2.1 Your right to use it. Subject to these Terms, your plan or Order Form, and timely payment of fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right during your subscription term to access and use the Service and Documentation for your internal business purposes, within your Volume Limits.

2.2 What GainTrace does. The Service is an artificial-intelligence customer-health and revenue-intelligence platform. It ingests data from your connected systems and produces Outputs such as customer-health scores, churn-risk predictions, expansion and upsell signals, and revenue analytics, to help your customer-success, revenue, and finance teams. The Service analyses customer accounts at the account or company level and is meant to support your decisions, not to replace your own judgement.

2.3 Your users. You may let Authorized Users use the Service on your behalf, up to your Volume Limits. You are responsible for: everything done under your account and your Authorized Users' acts and omissions; making sure Authorized Users follow these Terms; keeping credentials confidential and secure; and telling us promptly about any unauthorised use. Credentials must not be shared, and each Authorized User must be a distinct individual.

2.4 Staying within your plan. If your use exceeds your Volume Limits, we may either work with you to upgrade, or invoice you for the extra use at our then-current rates. Ongoing use beyond your Volume Limits without paying for it is a breach of these Terms.

2.5 Changes to the Service. We improve the Service continually and may add, change, or remove features. We will not materially reduce the core functionality you are paying for during your current subscription term, and we will give reasonable notice before retiring anything that would materially reduce core functionality.

2.6 Free trials and beta features. We may offer free trials and may release features on a beta, evaluation, early-access, or preview basis ("Beta Features"). Free trials and Beta Features are provided "as is" and "as available", for evaluation only, and are not covered by the warranties, service-level commitments, or indemnities in these Terms. We may change, suspend, or withdraw any free trial or Beta Feature at any time, and we may delete data submitted during a free trial after it ends. Our liability for free trials and Beta Features is limited as described in Section 12.

2.7 Your account details. To use the Service you must register an account and give accurate, current, and complete information, and keep it up to date. You are responsible for the accuracy of your account information and for all activity under your account. We may refuse, suspend, or close an account if its information is inaccurate, or if you do not meet the eligibility requirements in these Terms.

2.8 Checking usage. We measure your usage against your Volume Limits using technical means within the Service. If your usage exceeds your Volume Limits, we may invoice the excess at our then-current rates.

2.9 Our helpers. We may use our Affiliates and subcontractors to help provide the Service, and we remain responsible for their performance under these Terms.

Integrations and other services you connect

3.1 You choose, and you control, what you connect. You decide which Integrations and Third-Party Services to turn on, and you can turn them off at any time. You are responsible for: keeping your own accounts, credentials, and API keys for each Third-Party Service; choosing what data each connector shares with us and how it is configured; and following the terms, policies, and API requirements of each Third-Party Service. Where you provide credentials or authorise a connection so the Service and a Third-Party Service can work together, you confirm you are allowed to do so and that doing so does not breach your agreement with that Third-Party Service.

3.2 Your right to share the connected data. You represent and warrant that you hold all rights, licences, consents, permissions, and a valid legal basis to connect that data to the Service and to have us process it as set out in these Terms, consistent with your representations in Section 5.3. This includes the personal data of your own customers, prospects, contacts, and end users that a connector may bring in. We are not responsible for deciding whether that data is appropriate to connect or process.

3.3 How data flows through a connector. Data ingested through an Integration is Customer Data, owned by you (Section 5) and, where it contains personal data we process on your behalf, governed by the DPA (Section 5.5). A connector may move data in two directions, but only as you configure it: we read data in from your connected systems (such as CRM, billing, payment, product-analytics, or support systems) to generate Outputs, and, where you enable it, we may write limited data back to a connected system (such as health scores, risk flags, tasks, or sync-backs). We act on the connector only on your instruction and configuration. Disconnecting an Integration stops further ingestion from that source; Outputs already generated are unaffected, and Section 11.6 governs export and deletion.

3.4 We do not control Third-Party Services. Third-Party Services are not part of the Service and are not owned or controlled by us. To the maximum extent permitted by law, we make no warranties about, and have no liability or other obligation arising out of or relating to, any Third-Party Service, including its availability, accuracy, security, content, privacy practices, or its acts or omissions, and including any claim arising from your use of or inability to use a Third-Party Service. You look solely to the provider of a Third-Party Service for any issue relating to it. Your use of a Third-Party Service is governed by your separate agreement with its provider, not by these Terms, and is at your own risk. If a Third-Party Service stops sharing data, changes how it works, deprecates its API, or suspends your access, related Service functionality may be affected, and that is not a breach of these Terms by us. This Section 3.4 does not apply to Sub-processors that process personal data on our behalf, which are governed by Section 5.5 and the DPA.

3.5 Optional payment-gateway connectors. If you choose to enable an optional payment-gateway Integration (such as Stripe or Paddle), the Service receives only limited, obscured payment metadata, such as the card brand, the last four digits, the expiry date, and payment and dunning events, so that we can power billing-risk features. We do not receive, and you must not send us, full card numbers, card verification values, or other sensitive authentication data subject to the PCI-DSS (see Section 7.4). That obscured metadata is not Prohibited Data. Because this data is deliberately limited and obscured, any billing-risk Outputs based on it are necessarily partial and are probabilistic estimates, not guarantees, as described in Section 6.5.

3.6 Data quality. How accurate and useful the Outputs are depends on how complete, accurate, and current the Customer Data we ingest through your connectors is. We are not responsible for Outputs affected by incomplete, inaccurate, or out-of-date Customer Data, or by a connector that you have configured, restricted, or disconnected.

Fees, billing, and renewals

4.1 Fees and billing cycles. You will pay the fees for your subscription as set out in your plan or Order Form. Subscriptions are available on several billing cycles (for example monthly, quarterly, half-yearly, annual, and multi-year), in the currency shown at checkout or in your Order Form. Unless your Order Form says otherwise, self-serve fees are charged in advance for each billing cycle, and enterprise fees are invoiced annually in advance and due within 30 days of the invoice date.

4.2 Automatic payments (self-serve). If you pay by card or another automatic method, you authorise us and our payment processor to charge that method for the recurring fees each billing cycle until you cancel. If a charge fails, we may retry it, and may suspend or end your subscription if it stays unpaid after notice.

4.3 Auto-renewal and cancellation. Your subscription renews automatically for periods equal to the one expiring, at our then-current rates, unless cancelled. For self-serve subscriptions, you can cancel any time, effective at the end of the current billing cycle, and cancelling is at least as easy as signing up. For enterprise subscriptions, either of us can decline renewal with written notice at least 30 days before the end of the term (or another period in your Order Form). We will give advance notice of renewals and any price change as required by applicable auto-renewal laws.

4.4 Refunds. GainTrace is sold through Paddle, our merchant of record, and our refunds follow Paddle's refund policy, set out in full in our Refund Policy. In summary:

• 14-day money-back: you may request a full refund within 14 days of any payment, whether your initial purchase or a renewal, for any reason.
• Fault-based and early-termination refunds: if we end your subscription without cause, or you end it for our uncured material breach (see Section 11), we will refund your prepaid, unused fees, pro-rated to reflect both the unused part of the term and your actual usage.

Beyond these, and except where the law where you live gives you more, fees are non-refundable.

4.5 No late fees. We do not charge late-payment fees or interest on overdue amounts. If an amount (other than one you dispute reasonably and in good faith) stays unpaid past its due date, we may suspend the Service after notice and a reasonable chance to fix it. Payment obligations cannot be cancelled, and fees paid are non-refundable except as set out in this Section 4.

4.6 Taxes. Fees do not include taxes. You are responsible for all sales, use, value-added, goods-and-services, and similar taxes and duties, except taxes on our net income and any tax we are required by law to collect and remit (which we will add to the fees where it applies). If the law requires you to withhold any tax from a payment to us, you will increase the payment so we receive the full amount we would have received without the withholding, and you will give us official tax receipts evidencing the tax you withheld and paid to the authority, so we can claim a credit for it.

4.7 Purchase orders. If we accept a purchase order, that is for convenience only. Any pre-printed or referenced terms in your purchase order or vendor portal have no effect on these Terms.

Your data, and who owns it

5.1 You own your data. As between you and us, you own and keep all rights in Customer Data, including Outputs. We get no rights in Customer Data except the limited ones in these Terms.

5.2 The limited licence you give us. You grant us a non-exclusive, worldwide, royalty-free licence to host, copy, process, transmit, and display Customer Data only as needed to provide, secure, maintain, support, and improve the Service for you, and as you otherwise instruct. This licence does not let us sell Customer Data, use it for third-party advertising, or use it to benefit any other customer, except as expressly allowed in Section 6.

5.3 Your responsibilities for the data. You represent and warrant that: you have all rights, consents, permissions, and a valid legal basis to provide Customer Data to us and have us process it as set out here; your provision of Customer Data and your use of the Service and Outputs comply with applicable law, including data-protection law; and you maintain the privacy notices required for the personal data in Customer Data. We are not responsible for deciding whether Customer Data is appropriate to process, or for its accuracy.

5.4 Where your data lives. We host and store Customer Data at rest in the European Union, using Amazon Web Services data centres in the Ireland region. Because we are established in India, our personnel and our sub-processors (including third-party large-language-model providers) may access Customer Data from outside the European Union. Any such access that is a restricted transfer is covered by an appropriate transfer mechanism, including the EU Standard Contractual Clauses with us as data importer, together with the supplementary measures described in the DPA. We will not change the region where Customer Data is stored at rest without notice. Section 8 describes our security practices.

5.5 Data protection. Where we process personal data within Customer Data on your behalf, you are the controller (or business) and we are the processor (or service provider). We process that personal data only on your documented instructions, which these Terms and your use and configuration of the Service make up, unless the law requires otherwise, in which case we will tell you first unless the law prohibits that notice. If we believe an instruction breaks data-protection law, we will tell you; and if we ever process personal data for our own purposes beyond your instructions, we act as a controller for that processing. We will not retain, use, or disclose Customer Data outside our direct business relationship with you, and will not combine it with personal data from other sources. Our processor commitments, including the terms required by the EU and UK General Data Protection Regulation, the California Consumer Privacy Act as amended, India's data-protection law, and the transfer mechanisms for any restricted transfer (the EU Standard Contractual Clauses and the UK International Data Transfer Agreement or Addendum, as applicable), are set out in our Data Processing Agreement ("DPA"). We will provide and enter into the DPA with you for our processing of personal data; once entered into, it forms part of these Terms and governs that processing. We may engage Sub-processors under the DPA, and we will tell you if we determine we can no longer meet our data-protection obligations.

5.6 Helping you with data-subject requests. Taking into account the nature of the processing, we will help you, through appropriate technical and organisational measures (including the export, correction, and deletion tools in Section 11.6 and your configuration controls), respond to requests from individuals exercising their rights under data-protection law. During the term, on your documented instruction, we will delete or correct specific personal data within Customer Data within a reasonable time, subject to backup cycles and any legal retention. If an individual contacts us directly about Customer Data, we will not respond except on your instruction, and we will promptly forward the request to you. On reasonable request, we will give you meaningful information about the general logic and the significance and likely consequences of our automated Outputs, to support your transparency obligations.

How we use AI

6.1 How GainTrace uses AI. The Service uses artificial intelligence and machine learning in two ways: proprietary machine-learning models, built by us, that generate predictions such as churn risk and expansion or upsell opportunities; and third-party large language models, used as Third-Party Services, that power generative features such as summaries and drafted recommendations. Outputs are produced by automated, statistical methods.

6.2 Your data stays yours, and yours alone. We do not use your Customer Data to train, fine-tune, or improve any model that is made available to, or that benefits, any other customer. Where we train or tune a proprietary model on your Customer Data, that model and what it learns are bound to your account and used only to serve you. We use third-party large-language-model providers under enterprise or API terms that prohibit them from using Customer Data submitted through the Service to train or improve their models, and that provide for zero or strictly limited data retention.

6.3 How we improve the Service. We may create and use De-identified and Aggregated Data to operate, secure, analyse, benchmark, and improve the Service and our models. We will not try to re-identify it, and we will not sell it. This is the only basis on which data derived from your use of the Service is used beyond serving you, and it is consistent with Section 6.2, Section 9 (confidentiality), and the DPA.

6.4 Inputs and Outputs. As between you and us, you keep all rights in the prompts and inputs you submit ("Inputs"), and Outputs are Customer Data that you own, subject to our underlying rights in the Service, our models, and our intellectual property. To the extent any rights in Outputs would otherwise belong to us, we assign them to you. You are responsible for reviewing Outputs before relying on them. Because of how generative and statistical models work, Outputs may not be unique, and similar Outputs may be generated for other customers from their own data.

6.5 No guarantee of accuracy. Outputs, including scores and predictions, are probabilistic estimates. They are not guarantees or predictions of any actual outcome, and they may be inaccurate or incomplete, including because of model limitations, model drift, or the quality of Customer Data. The Service is a decision-support tool. You are responsible for any decision you make or action you take based on Outputs, and you should not rely on Outputs as the sole basis for a decision that has a legal or similarly significant effect on an individual.

6.6 Not credit scoring or high-risk use. The Service scores and analyses business accounts, not individuals' creditworthiness. It is not designed for, and you must not use it for, deciding a person's credit, or eligibility for insurance, employment, education, housing, or other decisions where specialised regulation applies. The Service is not intended to be a high-risk artificial-intelligence system, and you must not deploy it as one.

6.7 Keep a human in the loop. Where you use Outputs in a process that has a legal or similarly significant effect on an individual, you must ensure meaningful human review and must not rely on solely automated decision-making. You are the controller for any such use and are responsible for meeting your obligations under applicable law.

What you can and cannot do

7.1 General. Use the Service only for your lawful internal business purposes, in line with these Terms, the Documentation, and applicable law.

7.2 Things you will not do. You will not, and will not let any Authorized User or third party:

• use the Service beyond the rights granted, or above your Volume Limits;
• copy, modify, or create derivative works of the Service;
• reverse engineer, decompile, or try to derive the source code, models, or algorithms of the Service, except where the law does not allow this restriction;
• sell, resell, rent, lease, sub-license, distribute, or provide the Service to others as a service bureau, or frame or mirror it;
• use the Service to build or train a competing product or model, or use Outputs to do so;
• run benchmarking or competitive analysis for the benefit of a competitor;
• use the Service to infringe or misappropriate any intellectual-property or other right, or for any unlawful, harmful, or fraudulent purpose;
• interfere with or disrupt the integrity, security, or performance of the Service, or try to gain unauthorised access to it or its systems;
• scrape, crawl, or use automated means to pull data from the Service other than through features we provide; or
• remove or obscure any proprietary notices.

7.3 Communications and anti-spam. If you use the Service to send or schedule communications, you are responsible for following all laws that apply to them, including anti-spam and electronic-communications laws, getting any required permissions, and honouring opt-out requests.

7.4 Data you must not send us. You must not submit to the Service:

• full payment-card numbers (primary account numbers), card verification values, or other sensitive authentication data subject to the PCI-DSS;
• protected health information subject to specialised health-privacy law, unless we have agreed a separate written addendum;
• special categories of personal data under the GDPR (such as data revealing health, racial or ethnic origin, or biometric data for identification), personal data about criminal convictions or offences, or equivalent sensitive categories; or
• data of children.

This is "Prohibited Data", and you are responsible for any consequences of submitting it. The limited, obscured payment metadata we receive through an optional payment-gateway connector (described in Section 3.5) is not Prohibited Data.

7.5 Suspension. We may suspend your or an Authorized User's access, with notice where practical, if: there is a threat to the security, integrity, or availability of the Service; you are in breach of this Section 7; your account is overdue and unpaid after notice; or we are required to by law. We will keep any suspension as limited in scope and time as reasonably practical, and restore access promptly once the cause is resolved. A suspension does not relieve you of your payment obligations.

Security

8.1 What we do. We maintain administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data, suited to the nature of the data and the risks involved. These include: encryption of Customer Data in transit using TLS 1.2 or higher and at rest using AES-256 or a comparable industry-standard algorithm; multi-factor authentication for access to production systems; role-based, least-privilege access controls and access reviews; logical separation (tenant isolation) of each customer's data; vulnerability scanning and independent penetration testing of the Service on a periodic basis; a secure software-development process; logging and monitoring; and backup and disaster-recovery procedures. We keep a documented incident-response plan.

8.2 Security incidents. If we become aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration, or unauthorised disclosure of or access to Customer Data (a "Security Incident"), we will notify you without undue delay and give you the information reasonably available to us to help you meet your own legal obligations. Our obligations for personal data in a Security Incident are set out further in the DPA. Notifying you of, or responding to, a Security Incident is not an admission of fault or liability.

8.3 Your part. You are responsible for configuring your account securely, managing your Authorized Users and their access, protecting credentials, and securing your own systems and the Third-Party Services you connect.

Confidentiality

9.1 What it covers. "Confidential Information" means non-public information one party ("Discloser") shares with the other ("Recipient") that is marked confidential or that should reasonably be understood to be confidential. Customer Data is your Confidential Information. The Service, Documentation, our models and algorithms, and non-public technical and security information are our Confidential Information. The terms of any Order Form are confidential to both of us.

9.2 The promise. The Recipient will: use Confidential Information only to perform or exercise its rights under these Terms; protect it with at least reasonable care; and not disclose it except to its employees, Affiliates, advisers, and contractors who need to know and are under confidentiality obligations at least as protective as these.

9.3 Exceptions. These obligations do not apply to information the Recipient can show is or becomes public through no fault of its own; was rightfully known to it without a confidentiality obligation before disclosure; is rightfully obtained from a third party without a confidentiality obligation; or is independently developed without using the Discloser's Confidential Information.

9.4 If the law compels disclosure. The Recipient may disclose Confidential Information if required by law or legal process, as long as it gives reasonable advance notice where legally allowed and cooperates with efforts to limit the disclosure.

9.5 How long it lasts. These obligations continue for 3 years after disclosure, except that obligations for Customer Data and for trade secrets continue for as long as the information remains Customer Data or a trade secret.

Intellectual property and feedback

10.1 Our intellectual property. We and our licensors own all rights in the Service, the Documentation, our models, algorithms, and methodologies, and all improvements to them, no matter who suggested them, including De-identified and Aggregated Data. Apart from the limited rights expressly granted to you, you get no rights in the Service.

10.2 Feedback. If you give us suggestions, ideas, or feedback about the Service ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use it for any purpose, with no obligation or attribution to you. We will not name you as the source of Feedback publicly without your consent.

10.3 Your name and logo. While you are a customer, you grant us a limited licence to show your name and logo in a customer list on our website and marketing materials, subject to your trademark guidelines. You can opt out any time by emailing [email protected]. We will not publish a case study, quotation, or press release that names you, and (for enterprise customers) will not otherwise identify you in public marketing, without your prior written consent.

Term, termination, and what happens to your data

11.1 Term. These Terms apply from when you first accept them and continue while you have an active subscription or account. Each subscription runs for the term in your plan or Order Form and renews as set out in Section 4.3.

11.2 Ending by you. You can cancel your subscription as described in Section 4.3, and you can end these Terms for our uncured material breach as set out in Section 11.3.

11.3 Ending for breach or insolvency. Either of us can end these Terms (and all subscriptions) with written notice if the other: materially breaches these Terms and does not fix it within 30 days after written notice; or becomes insolvent, makes an assignment for the benefit of creditors, or enters insolvency proceedings not dismissed within 60 days.

11.4 Suspension still available. Our right to suspend under Section 7.5 is in addition to, not instead of, our right to end these Terms.

11.5 What happens when things end. On expiry or termination: your right to access the Service ends; you remain responsible for fees accrued before termination, and, except for a refund due under Section 4 (Refunds), no fees are refundable; and each of us will, on request, return or destroy the other's Confidential Information it holds, subject to Section 11.6 and the DPA.

11.6 Exporting and deleting your data. For 30 days after expiry or termination, you can export Customer Data, including Outputs, in a structured, commonly used, machine-readable format (such as CSV or JSON) through the Service or its API, or by asking us. After that, we will delete Customer Data within a reasonable time, except for: copies in routine backups, which are deleted on our regular backup cycle and in any event within 90 days; and data we are required by law to keep (which we will continue to protect). Disconnecting an Integration stops further ingestion from that source. Where personal data is involved, the DPA's deletion-or-return terms also apply.

Our warranties, and the limits on our liability

12.1 Our warranty. We warrant that, during your subscription term: the Service will perform materially in line with the Documentation; and we will provide the Service in a professional and workmanlike manner. Each of us warrants it has the authority to enter into these Terms. If we breach the first warranty, your exclusive remedy and our entire liability is for us to use reasonable efforts to correct the problem and, if we cannot within a reasonable time, for you to end the affected subscription and receive a pro-rated refund of prepaid, unused fees, as described under Refunds in Section 4.

12.2 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 12.1, THE SERVICE, DOCUMENTATION, AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY OF RESULTS, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE FROM ALL THREATS. Section 6.5 explains how Outputs work.

12.3 Availability. We will use commercially reasonable efforts to keep the Service available, and we maintain a status page for availability information. We do not commit to a specific uptime level under these Terms. A committed service-level agreement with service credits is available to enterprise customers under an Order Form.

12.4 No indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.5 The cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES YOU PAID OR OWE FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY. We have no liability for free trials, Beta Features, or any other use of the Service for which no fees are paid, except to the extent liability cannot be excluded under applicable law.

12.6 What is not capped. The cap in Section 12.5 and the exclusion in Section 12.4 do not apply to: your obligation to pay fees; a party's fraud, willful misconduct, or gross negligence; a party's indemnification obligations under Section 13; or liability that cannot be limited or excluded under applicable law. Nothing here increases our liability for free trials or Beta Features beyond what Section 12.5 provides, except to the extent a higher amount cannot be excluded under applicable law.

12.7 Why these limits matter. The warranties, disclaimers, exclusions, and limits in this Section 12 are a fundamental part of the deal between us and apply even if a limited remedy fails of its essential purpose.

Covering each other (indemnification)

13.1 We defend you. We will defend you against any third-party claim that the Service, used as these Terms allow, infringes that third party's intellectual-property rights, and we will pay the damages and costs finally awarded against you or agreed in settlement. If the Service is, or we believe it may become, the subject of such a claim, we may get the right for you to keep using it, change it so it no longer infringes, or end the affected subscription and refund your prepaid, unused fees. This is your sole remedy for infringement by the Service. We are not responsible for a claim that arises from your Customer Data, your combining the Service with something we did not provide, your use of the Service against these Terms or after we asked you to stop, or any Third-Party Service or Beta Feature.

13.2 You defend us. You will defend us against any third-party claim arising from your Customer Data or from how you use the Service or its Outputs, and you will pay the damages and costs finally awarded against us or agreed in settlement. This includes a claim that you did not have the rights, consents, or legal basis to give us the data, that you used the Service in breach of Section 7 (such as submitting Prohibited Data), that relies on a decision or action you took based on an Output, or that is brought by your own customer, contact, or end user.

13.3 How it works. If either of us wants to be defended, that party will promptly tell the other about the claim in writing, give the other control of the defence and settlement, and provide reasonable help. No settlement can place a non-monetary obligation or an admission on the other party without its consent.

How these documents fit together

These Terms, together with any plan, Order Form, the DPA (which forms part of these Terms once entered into, under Section 5.5), and any policies they reference, are the entire agreement between us about the Service and replace all earlier understandings. If there is a conflict, this order applies, for the conflicting subject only: first the DPA, for data-protection matters; then an Order Form, for terms it expressly negotiates; then these Terms; then the Documentation and other policies. A purchase order or vendor-portal terms have no effect (Section 4.7).

Changes to these Terms

We may update these Terms from time to time. For self-serve subscriptions, we will post the updated Terms and, for material changes, give notice by email or in-app at least 14 days before they take effect; the update takes effect on your next subscription renewal that falls at least 14 days after that notice, and continuing to use the Service after that means you accept it. If you do not agree to a material change, you can stop using and cancel the Service before it takes effect. For enterprise subscriptions under an Order Form, changes to the agreed terms during the term need a written amendment signed by both of us. We will give advance notice of price changes as required by Section 4.3 and applicable law.

How we reach each other (notices)

16.1 To you. We may give notice by email to your account's primary contact, by posting in the Service, or through your account. Please keep your contact details current.

16.2 To us. Send legal notices to [email protected] and to our registered office (see Section 19). Send requests about personal data and data-protection rights to [email protected]. For product and account help, use [email protected].

16.3 When notice counts. A notice by email is treated as received on the day it is sent, unless the sender gets a delivery-failure message, in which case it must be sent another permitted way.

Events outside our control

Neither party is liable for any delay or failure to perform (other than paying) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labour disputes, government action, epidemics or pandemics, failures of the internet or of utility or telecommunications services, cyberattacks, and the failure, interruption, or unavailability of third-party hosting, infrastructure, payment-processing, integration, or AI services (for example cloud providers, CRM, billing, or large-language-model providers). The affected party will use reasonable efforts to mitigate and will give prompt notice. If such an event affecting our provision of the Service lasts more than 30 days in a row, you can end the affected subscription and receive a pro-rated refund as described under Refunds in Section 4.

The legal essentials

18.1 Assignment. You may not assign these Terms without our prior written consent, except either party may assign them in full, on notice, to an Affiliate or to a successor in a merger, acquisition, or sale of all or substantially all of its assets. Any other attempted assignment is void. These Terms bind and benefit the parties and their permitted successors and assigns.

18.2 Independent contractors. We are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship.

18.3 No third-party beneficiaries. These Terms give no rights to any third party.

18.4 Severability. If any provision is held unenforceable, it will be adjusted the minimum amount needed to make it enforceable, or, if it cannot be, severed, and the rest stays in full force.

18.5 No waiver. Not exercising a right, or exercising it late, is not a waiver, and a waiver counts only if it is in writing and signed by the party giving it.

18.6 Electronic acceptance and authority. Accepting these Terms electronically, including by clicking "I agree" or signing an Order Form electronically, creates a valid and binding agreement under applicable law. For Girasol Technologies LLP, these Terms and any Order Form are entered into by a partner or other person authorised to bind it.

18.7 US Government users. If you are an agency or instrumentality of the United States Government, the Service is "commercial computer software" and "commercial computer software documentation", and the Government gets only the rights granted to all other customers under these Terms, in line with FAR 12.212 and DFARS 227.7202.

18.8 What survives. Sections that by their nature should survive termination do, including Sections 1, 4 (for accrued amounts), 5.1, 5.3, 6.3, 6.4, 6.5, 6.6, 6.7, 7.2, 9, 10, 11.5, 11.6, 12, 13, 14, 16, and 18, and the surviving terms of the DPA.

Who we are and how to reach us

GainTrace is operated by Girasol Technologies LLP, a limited liability partnership organised under the laws of India, LLPIN ACZ-1487, with its registered office at C-502, Pushkar Hill, Near Dharmvatika Flat, Hathijan, Ahmedabad 382445, Gujarat, India.

• Legal notices: [email protected]
• Privacy and data requests: [email protected]
• Product and account support: [email protected]

We will provide and enter into our Data Processing Agreement with you where we process personal data on your behalf. An Acceptable Use Policy and a Service Level Agreement may be published or attached to enterprise Order Forms.