Terms & Conditions

Definitions
Scope and Duration of the Agreement
Terms of Services
1. Service and Scope Description
2. Client Account
3. Client Obligations and Acceptable Use
4. Third-Party Platforms
5. Support and Maintenance
6. Data Export and Reversibility
Terms of Sales
1. Subscription and Plans
2. Free Trial
3. Subscription Term and Renewal
4. Changes to subscriptions
5. Billing and Payment
6. No Refund Policy
General provisions
1. Confidentiality
2. Intellectual Property
3. Data Protection
4. Warranties; Disclaimers
5. Liability; Limitation of Liability
6. Termination
7. Compliance (Legal, Export, Anti-corruption)
8. Miscellaneous (Assignment, Notices, Severability, Change to the Terms, Prevalence)
9. Notice and Requests
10. Governing law and Jurisdiction

These Terms and Conditions (hereinafter the “Terms”) constitute a contract between, STRACKR and any Client or Authorized User (hereinafter individually a “Party” and collectively the “Parties”).

1. Definitions

The following capitalized terms shall have the meanings set out below.

“Account”: the authenticated account created on the Website by the Client and allowing access to the Service through the Website and/or Application.

“Affiliate Data”: means all data, primarily economic and statistical in nature, relating to the performance of the Client’s affiliate marketing activities, including in particular clicks, conversions, transactions, revenue, commissions and payments, as provided by Third-Party Platforms connected to the Service, it being specified that STRACKR is not the source of the collection of such data.

“Application” : proprietary software application made available to users (via Apple Store and Play Store), accessible on computers, smartphones and tablets and through which Clients and Authorized Users may access and use the Services.

“Authorized User”: any natural person authorized by Client to use the Service under Client’s Account, including sub-accounts and administrators, under the Client’s responsibility.

“Client”: any legal entity or natural person acting for professional purposes that subscribes to the Service and enters into a contractual relationship with STRACKR under these Terms.

“Client Data”: all data, information, content, credentials, identifiers, API keys, tokens, configurations, parameters and Affiliate Data provided, uploaded, transmitted, connected, generated or otherwise made available by the Client or its Authorized Users through the Service.

“Confidential Information” means any non-public information disclosed by one Party to the other in connection with these Terms, in any form, including business, commercial, technical, financial, strategic and product information, including technical information relating to the Service, the Website, the Application, software, architectures, algorithms, functionalities or Documentation including and Client Data (to the extent not publicly available), but excluding information that: (i) is or becomes public through no breach of the Terms; (ii) was lawfully known by the receiving party before disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party’s Confidential Information.

“Controller” means the natural or legal person, public authority, agency, or other body which alone or jointly with others determines the purposes and means of the Processing of Personal Data.

“Data Subject” means an identified or identifiable natural person whose Personal Data is processed through the Service in connection with Client Data or Affiliate Data made available by the Client, including, where applicable, Authorized Users, representatives or business contacts of the Client, or individuals whose information appears in Affiliate Data originating from Third-Party Platforms connected by the Client.

“Effective Date” means the date on which on which the contractual relationship between STRACKR and the Client becomes legally binding, which corresponds either to (i) the date on which the Client creates an Account or activates a paid subscription to the Service through the Website, or (ii) the date of signature of the Subscription Agreement by the Parties, whichever occurs first as applicable.

“Documentation”: any technical documentation, user guides, specifications, or help materials made available by STRACKR in connection with the Service.

“DPA”: the data processing agreement entered into between STRACKR and the Client, incorporated by reference into these Terms and governing STRACKR’s processing of Personal Data on behalf of the Client in accordance with Regulation (EU) 2016/679 (GDPR).

“Fees”: the subscription fees and any other amounts payable by the Client to STRACKR under these Terms and/or an Order, excluding taxes unless stated otherwise.

“Free Trial”: a limited-duration trial period during which STRACKR allows the Client to access the Service free of charge, under the conditions and functional limitations communicated by STRACKR at the time of registration.

“Outputs”: any dashboards, reports, visualizations, analytics, exports or other outputs generated by the Service from Client Data.

“Personal Data”:any information relating to an identified or identifiable natural person, within the meaning of the General Data Protection Regulation (EU) 2016/679.

“Plan”: the subscription plan selected by Client (features, limits, price) under the Subscription Agreement.

“Processor” means a natural or legal person, public authority, agency, or other body which Processes Personal Data on behalf of the Controller.

“Processing” means any operation or set of operations performed on Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation, retrieval, use, disclosure, alignment, restriction, erasure, or destruction

“Retention Period”: the limited period following the Termination or expiration of the Subscription Term during which STRACKR retains Client Data for technical, operational, legal or compliance purposes, before such data is deleted or anonymized in accordance with these Terms, the Privacy Policy and applicable law.

“Service”: the subscription-based software-as-a-service solution provided by STRACKR to Clients through the Website, including the functionalities enabling the aggregation, processing, visualization, analysis, reporting, and export of affiliate and performance data from Third-Party Platforms, together with the related APIs, connectors, Documentation, and support services, as applicable to the subscribed Plan.

“Subscription Term”: the duration for which the Client subscribes to the Service, including the initial subscription period and any renewal periods, according to the Plan selected by the Client or otherwise applicable under these Terms.

“Sub-accounts”: additional user profiles or access instances created under a Client’s Account to allow multiple Authorized Users to access the Service with specific permissions, scopes or limitations, as permitted by the applicable Plan.

“Subscription Agreement” means the service contract entered into between STRACKR and the Client governing the Client’s subscription to and use of the STRACKR’s platform and services.

“Third-Party Platforms”: means third-party affiliate networks, partner platforms, analytics tools, or services not operated by STRACKR that may be connected to the Service at the Client’s initiative.

“Third-Party Service”: any third-party software, service, tool or infrastructure not operated by STRACKR that is used in connection with the Service, including payment processors, hosting providers, customer support tools, or application stores or any external service on which the Service may technically rely, without such reliance creating any obligation, endorsement or responsibility on the part of STRACKR.

“Website”: the website https://strackr.com and any subdomains that allow access to the Services.

2. Scope and duration of the agreement

The Terms govern the access to and use of the Service through the Website and the Application. The current online version of the Terms is the only one that is enforceable until a new version replaces it.

The Terms form an integral part of the contractual terms governing the relationship between STRACKR and its Clients, together with the Subscription Agreement, the Privacy Policy, Cookie Policy and the Data Processing Agreement.

These Terms shall enter into force on the Effective Date of the Subscription Agreement and shall remain applicable for the entire duration of the Subscription Term, including during any Free Trial period and renewal of the Subscription Term.

Upon termination, expiration of the Subscription Agreement or expiration of the Free Trial non-converted into a subscription, the Client’s right to access and use the Service shall immediately cease, subject to any applicable data retention or reversibility provisions set out in these Terms.

Notwithstanding the foregoing, any provisions which by their nature are intended to survive the termination or expiration of the Subscription Agreement shall remain in effect, including in particular those relating to confidentiality, intellectual property, data Protection, liability, governing law and jurisdiction.

The Client represents that it has the authority to bind itself to these Terms.

3. Terms of services

3.1. Services description and scope

The Service enables Clients to ;

connect their affiliate network accounts and direct affiliate programs,
centralize affiliate performance data in a unified dashboard,
analyze affiliate metrics (including conversion rate, earnings per click, commissions, and revenue),
export reports and statistics
access a unified API enabling programmatic access to affiliate data for internal applications such as cashback platforms, loyalty tools, coupon sites, or analytics dashboards.centralize, aggregate and analyze Affiliate Data originating from Third-Party Platforms.

The Client acknowledges that:

STRACKR has no commercial relationship with the Third-Party Platforms and does not verify, control nor guarantee the Client’s right to access or use data made available by Third-Party Platforms ;
the Client is responsible for its own use of Third-Party Platforms in relation to the Services and for verifying that such use not circumvent any technical, contractual or legal restrictions imposed by Third-Party Platforms.

The Service is intended exclusively for professional use. The Client thus guarantees that it acts as, or on behalf of, a professional. The Client is informed that consumer protection laws do not apply, except where mandatory, to the use of the Service.

The Service constitutes a business productivity tool and does not provide legal, financial, tax or strategic advice

STRACKR does not collect end-user tracking data and does not determine the means of initial collection of Affiliate Data.

The Website and the Application constitute technical means of access to the Service and do not constitute separate services.

3.2. Client account

1) Account Creation

Access to the Service requires the creation of an Account.

The Account is created by a natural person who represents and warrants that they have the full authority to bind themself or the Client to these Terms.

The Account creation process requires the provision of accurate, complete and up-to-date information, including a valid professional email address. STRACKR reserves the right to request additional information or verification where reasonably necessary, including for security, compliance or billing purposes.

The creation of an Account constitutes acceptance of these Terms on behalf of the Client.

2) Authorized Users and Sub-accounts

The Client may create and manage Sub-accounts and allow Authorized Users to use the Services, within the limits of the applicable Plan.

The Client is responsible for:

determining which persons are granted Authorized User status;
defining and managing access rights and permissions;
ensuring that Authorized Users comply with these Terms and all applicable laws.

Any access to or use of the Service by an Authorized User shall be deemed to be done by the Client itself.

3) Access credentials and security

Access credentials (including usernames, passwords, tokens or similar authentication means) are personal, confidential and must not be shared.

The Client shall implement reasonable measures to protect access credentials and prevent unauthorized access to the Account. The Client shall cooperate in good faith and promptly notify STRACKR in case of a suspected breach of security, loss or compromise of credentials and suspected breach of the Terms.

In addition to password-based authentication, STRACKR offers to the Client the ability to activate a multi-factor authentication mechanism (including two-factor authentication – “2FA”) for access to the Account and the Service. Where such functionality is made activated, the Client acknowledges being solely responsible for enabling, configuring and managing multi-factor authentication for its Account and for its Authorized Users, in accordance with its internal security requirements

STRACKR shall not be liable for any loss, damage or unauthorized access resulting from the Client’s failure to comply with its security obligations.

The Client acknowledges that all actions performed through its Account or by its Authorized Users are logged and may be attributed to the Client for evidentiary, security and compliance purposes.

The Client shall remain fully liable for all use of the Service carried out through its Account, whether or not such use was authorized, except where such use results directly from STRACKR’s gross negligence or willful misconduct.

4) Suspension or restriction of access

STRACKR reserves the right to suspend or restrict access to an Account, in whole or in part, where:

inaccurate, misleading or incomplete information has been provided;
there is a reasonable suspicion of unauthorized access or security incident;
the Account is used in breach of these Terms or applicable laws;
such suspension is required to comply with a legal or regulatory obligation.

In addition, STRACKR reserves the right to suspend or restrict without prior notice access to the Account where a payment previously made is reversed, disputed or cancelled by the Client’s payment service provider (including through a chargeback or bank opposition), pending resolution of the situation and settlement of the corresponding amounts.

Where reasonably possible, STRACKR shall inform the Client of such suspension and the reasons therefor.

5) Deletion of Accounts

Upon termination of the subscription of these Terms for any reason whatsoever, if the Client wishes to request the deletion of its Account, it must submit a request to STRACKR through the contact channels made available for this purpose.

STRACKR shall process such request within a reasonable timeframe, subject to technical constraints, security requirements and applicable legal or regulatory obligations.

Following the end of a Free Trial period that is not converted into a paid subscription, the Client’s access credentials shall be deactivated and the data relating to Third-Party Platform connections and statistical data associated with the Account shall be deleted within a period of three (3) months, unless a longer retention period is required by applicable law.

The deletion of an Account does not affect STRACKR’s right to retain certain information where required for legal, accounting, audit, security or compliance purposes, in accordance with the Privacy Policy.

3.3. Client obligations and acceptable use

1) Client obligations

The Client and Authorized Users shall:

comply with these Terms and the applicable Documentation and laws;
comply with Third-Party Platform terms;
use the Service solely for lawful professional purposes.

The Client is responsible for ensuring that it has all necessary rights, authorizations and legal bases to connect Third-Party Platforms to the Service and provide, process and use Client Data through the Service.

The Client shall ensure that its use of the Service does not violate the terms, technical limitations or acceptable use policies of any Third-Party Platform, including any restrictions relating to automated access, data extraction or reuse.

The Client shall also ensure that all Authorized Users (i) are informed of and comply with the Terms access and (ii) use the Service solely within the scope of the permissions granted to them. Any use of the Service by an Authorized User shall be deemed to be used by the Client

2) Acceptable use of the Service

The Service shall be used solely for lawful, professional and legitimate business purposes.

In particular, the Client shall not itself, and shall not permit any Authorized User, to:

use the Service in a manner that bypasses, interferes with or circumvents any access restrictions, safeguards or technical measures implemented by Third-Party Platforms;
use the Service in violation of any applicable law or regulation, including data protection, competition, anti-corruption or export control laws;
infringe STRACKR’s intellectual property rights or the rights of any third party;
reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, algorithms or underlying structure of the Service, except to the extent expressly permitted by mandatory law;
circumvent, disable or interfere with technical safeguards, usage limits, access controls or security mechanisms;
use the Service in a manner that is manifestly abusive, fraudulent or incompatible with its intended purpose;
introduce or transmit malware, malicious code or harmful content through the Service;
resell, sublicense, lease, time-share or otherwise commercially exploit the Service for the benefit of third parties, except as expressly authorized by STRACKR.

3) Prohibition of automated extraction and scraping

The Client shall not, and shall not permit any Authorized User or third party to, use any automated means, scripts, bots, crawlers, scraping tools, data mining tools, extraction software, robotic process automation tools or similar technologies to access, extract, copy, monitor or collect data, information, content or Outputs from the Website, the Application or the Service, including from the dashboard interface, except through the functionalities expressly made available by STRACKR.

In particular, the Client acknowledges that automated or programmatic access to aggregated data is only permitted through the API made available by STRACKR under the conditions of the applicable Plan and subject to payment of the corresponding Fees.

Any attempt to bypass, circumvent or technically avoid the subscription model, usage limits, API subscription requirements or pricing structure of the Service by means of automated extraction or scraping shall constitute a material breach of these Terms.

STRACKR reserves the right to implement technical protection measures to detect and prevent such unauthorized automated access and may suspend or terminate the Client’s access to the Service in accordance with Section 5.6 in the event of violation of this provision.

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Without prejudice to the provisions governing termination and suspension set out in Article 5.6, any breach of this section 3.3. may result in:

suspension or restriction of access to the Service;
limitation or removal of Authorized Users or Sub-accounts;
termination of the subscription.

3.4. Third-party platforms

The Client acknowledges that the Service operates by aggregating and processing data made available by Third-Party Platforms selected and connected by the Client.

The Client is responsible for:

selecting the Third-Party Platforms to be connected to the Service;
granting, configuring, maintaining and revoking all access rights, credentials, tokens or authorizations required to connect such Third-Party Platforms;
ensuring that it has all necessary rights, authorizations and legal bases to access and use the data made available by such Third-Party Platforms through the Service;
complying with the terms and conditions applicable to such Third-Party Platforms.

Any connection of a Third-Party Platform to the Service is deemed to have been expressly authorized by the Client.

STRACKR does not control Third-Party Platforms and shall not be liable for their availability, accuracy or modifications. The availability, accuracy, completeness, timeliness and continuity of the Service may depend on Third-Party Platforms. Any limitation, degradation, suspension or interruption of access to a Third-Party Platform may affect the Service, without STRACKR being held liable nor requiring any prior notice by STRACKR.

STRACKR does not guarantee the continued compatibility of the Service with any particular Third-Party Platform. STRACKR may, at its discretion, update, modify or discontinue connectors or integrations with Third-Party Platforms, including for technical, security, legal or economic reasons.

3.5. Support and maintenance

1) Support

Support services are made available through an instantaneous chat and through requests filed at support@strackr.com.

Support services may include assistance with using the dashboard, connecting affiliate platforms, and using the API. Public documentation is made available to the Client, as well as private documentation for the API.

. The Client shall provide all information reasonably required to enable STRACKR to analyze and address the reported issue. STRACKR may prioritize, classify or handle support requests based on their nature, severity and impact on the Service.

Support services are provided on a reasonable efforts basis only and do not include any guarantee of resolution, response time or availability, unless expressly agreed otherwise in writing.

2) Maintenance

STRACKR may perform maintenance or updates that may temporarily affect availability. Unless expressly agreed otherwise in writing, STRACKR does not provide any service level agreement (SLA), uptime guarantee or response-time commitment.The Client acknowledges that temporary interruptions, limitations or modifications of the Service may occur in the normal course of operation.

3.6. Data export and reversibility

1) During the Subscription Term

The Client may access and export Client Data using the functionalities made available within the Service, subject to the limitations of the applicable Plan.

Two data export mechanisms are available during the Subscription Term:

a manual export of data files (including CSV or Excel formats) via the dashboard; and
where subscribed, access to an application programming interface (API) allowing the Client to automate data exports, it being specified that the Client is solely responsible for developing, configuring and maintaining any tools or scripts required to use such API.

The Client acknowledges that STRACKR does not perform data extraction on behalf of the Client and does not provide any custom data export or migration services, unless expressly agreed otherwise in writing.

The Client is responsible for performing regular exports of Client Data where necessary for its own operational or compliance purposes. The Client acknowledges that data originating from Third-Party Platforms may be subject to limitations imposed by such platforms.

2) Upon Termination

Upon termination and upon request from the Client, STRACKR may make available to the Client a means to retrieve or export Client Data, where technically feasible and under reasonable conditions.

Upon effective termination, expiration or non-renewal of the Subscription Term for any reason whatsoever, the Client’s access to the dashboard and, where applicable, to the API, shall be immediately disabled. As a result, the Client shall no longer be able to directly export Client Data through the Service after the effective date of termination.

Following termination or expiration of the Subscription Term, STRACKR shall retain Client Data for a period of three (3) months called Retention Period, after which such data may be permanently deleted or anonymized in accordance with STRACKR’s data retention policies and applicable law.

During this Retention Period, STRACKR is under no obligation to provide the Client with access to the Service, the dashboard or the API, nor to perform any data extraction or export on the Client’s behalf.

The Client is solely responsible for performing any data exports it deems necessary prior to the effective date of termination of the Subscription Term.

For the avoidance of doubt, the Client acknowledges that STRACKR is not required to:

retain Client Data beyond the Retention Period;
provide data restoration services after the Retention Period;
convert Client Data into a specific format or structure;
ensure compatibility of exported data with any third-party systems.

4. Terms of sales

4.1. Subscription and plans

The Service is offered through the subscription of different Plans. Each Plan sets out the Service scope, including data limits (e.g., transaction limits, number of network connections), refresh frequency, number of Authorized Users, and support options.

The subscription of a Plan is materialized by the signing of the Subscription Agreement by the Parties.

The specific features and pricing for each Plan are described on the pricing page of the Website and Application and may be modified by STRACKR.

Any modification of Plans, features or pricing at the initiative of STRACKR shall apply only to future Subscription Terms and shall not affect the Client’s current Subscription Term.

4.2. Free trial

STRACKR may offer a Free Trial period of thirty (30) days or such other period as communicated at the time of registration, during which the Client may access the Service without payment or credit card requirement.

The Free Trial begins on the date of creation of an Account. It is provided only once per Client or as otherwise permitted by STRACKR.

The Free Trial may be terminated by STRACKR at any time if it determines, in its sole discretion, that the Free Trial is being misused.

The Free Trial is provided subject to these Terms.

Unless the Client subscribes to a paid Plan prior to the end of the Free Trial, access to the Service shall automatically terminate without notice.

4.3. Subscription term and renewal

Each subscription is entered into for an initial term (the “Subscription Term”) corresponding to the chosen billing period (e.g., monthly billing cycle) in the Subscription Agreement.

Unless cancelled or upgraded by the Client before the end of the then-current Subscription Term, subscriptions shall automatically renew for successive Subscription Terms of the same duration.

Cancellation of the subscription must be effected through the management interface provided by STRACKR or by any other means expressly permitted by STRACKR in the Subscription Agreement, prior to the next renewal date.

For the avoidance of doubt, cancellation of the subscription shall take effect at the end of the then-current Subscription Term and shall not constitute an early termination of the Agreement.

4.4. Changes to subscriptions

1) Upgrades

The Client may upgrade its subscription to a higher-tier Plan at any time. Upgrades shall take effect upon due payment of the new Fees and may result in pro-rata adjustments to Fees for the current Subscription Term.

2) Downgrades

Downgrades to a lower-tier Plan shall take effect upon notification of the Client’s decision and may result in pro-rata adjustment to Fees for the following Subscription Term.

3) Plan Features Adjustment

When changing Plans, quotas and features will adjust to those of the selected Plan and historical data may be retained subject to the limits of the new Plan.

4.5. Billing and payment

1) Billing methods

Access to the Service is conditional upon successful payment of the applicable Fees.

By default, the Service is provided under a self-service subscription system billed automatically in advance for each Subscription Term, using the payment method selected by the Client. By providing payment information, the Client authorizes STRACKR and its designated payment processor to automatically charge all recurring Fees and any applicable taxes.

Notwithstanding the above, upon the Client’s request and subject to STRACKR’s acceptance, STRACKR may agree to provide the Service under a classic invoicing model, based on the issuance of invoices and payment by bank transfer. In that case, invoices are payable within thirty (30) days from the invoice date by bank transfer unless otherwise stated in the invoice. STRACKR reserves the right to require advance payment or return to self-service billing system in the event of late payment.

All Fees are exclusive of applicable VAT, sales taxes or other governmental levies, unless otherwise stated.

2) Failed and Late Payment

When the self-service billing system applies, failed payment prevents the activation of the corresponding Plan subscription or, when applicable, results in the non-renewal of the Plan.

When the invoice-based billing applies, late payment may result in suspension of Services, return to a self-service billing system, as well as statutory late-payment interest and recovery costs in accordance with applicable law. All amounts invoiced shall be deemed due and payable in full upon the applicable due date, regardless of any suspension of access to the Service.

Suspension of access to the Service due to non-payment does not relieve the Client of its obligation to pay the Fees due for the applicable Subscription Term.

4.6. No refund policy

Except as expressly required by mandatory law or as expressly agreed in writing between the Parties, Fees paid for a Subscription Term are non-refundable.

In particular, the Client acknowledges and agrees that:

no refund shall be granted for partial use of the Service during a Subscription Term;
no refund shall be granted for unused quotas or features;
no refund shall be granted in the event of suspension due to non-payment or breach of the Terms.

Any opposition, chargeback or payment reversal initiated by the Client after successful payment, other than in the event of proven fraud or unauthorized use, shall not entitle the Client to any refund and may result in the immediate suspension of access to the Service.

5. General provisions

5.1. Confidentiality

Each Party undertakes to keep confidential all Confidential Information received from the other Party in connection with these Terms, whether disclosed orally, in writing, electronically or by any other means, and whether or not marked or identified as confidential. In particular, each Party shall:

use the other Party’s Confidential Information solely for the performance of these Terms;
restrict access to Confidential Information to its employees, officers, agents or subcontractors who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those set out herein;
protect Confidential Information with at least the same degree of care it uses to protect its own confidential information of a similar nature, and in any event with reasonable care.

The receiving Party may disclose Confidential Information to the extent required by law, regulation or a binding order of a competent authority, provided that, where legally permitted, it gives the disclosing Party prompt notice of such requirement and cooperates, at the disclosing Party’s expense, in seeking appropriate protective measures.

Upon termination or expiration of these Terms, and subject to applicable legal or regulatory retention obligations:

each Party shall, upon request, return or destroy the other Party’s Confidential Information in its possession;
STRACKR may retain copies of Confidential Information to the extent required for legal, accounting, audit or compliance purposes, subject to ongoing confidentiality obligations.

The obligations set out in this Section 5.1 shall survive the termination or expiration of these Terms for a period of five (5) years, or for so long as the Confidential Information remains confidential, whichever is longer.

5.2. Intellectual property

1) STRACKR’s Intellectual Property

STRACKR retains all right, title and interest, including all intellectual property rights, as regards:

the Service, the Website and the Application;
all software, source code, object code, architectures, databases, interfaces, workflows, algorithms, models and functionalities underlying the Service;
all legal documents, including these Terms, the Website Terms, the Privacy Policy and the DPA;
all updates, upgrades, modifications, enhancements and derivative works thereof.

2) License to use the Service

Subject to the Client’s compliance with these Terms and payment of the applicable Fees, STRACKR grants the Client a limited, non-exclusive, non-transferable, non-sublicensable right, for the duration of the Subscription Term, to access and use the Service solely for the Client’s internal professional purposes and in accordance with the applicable Plan.

For the avoidance of doubt, the Parties acknowledge that (i) the Website and the Application constitute technical means of access to the Service and do not constitute separate services and (ii) no ownership or proprietary rights in the Service, the Website or the Application are transferred to the Client.

3) Client Data, Affiliate Data and Output

As between the Parties, the Client retains all rights, title and interest in and to the Client Data.

The Client grants STRACKR a non-exclusive, worldwide, royalty-free right, for the duration of the Subscription Term, to host, access, process, reproduce and otherwise use the Client Data solely to the extent necessary to provide, maintain and improve the Service, in accordance with these Terms and the applicable Privacy Policy.

The Client represents and warrants that it has all rights and authorizations necessary to grant the foregoing rights, including with respect to Affiliate Data sourced from Third-Party Platforms.

The Outputs are provided for the Client’s internal and professional use. The generation of Outputs does not confer on the Client any rights in the underlying software, models, algorithms or methodologies used by STRACKR to produce such Outputs.

4) Aggregated and anonymized data

To the extent applicable, STRACKR is the producer of databases within the meaning of Articles L.341-1 et seq. of the French Intellectual Property Code and retains all related sui generis database rights.

STRACKR may generate and use aggregated and anonymized data derived from the use of the Service, including for statistical analysis, performance monitoring, product improvement and business analytics purposes, provided that such data does not identify the Client, any Authorized User or any individual.

Such aggregated and anonymized data shall not constitute Client Data.

5) Restrictions

The Client shall not, and shall not permit any third party to:

copy, modify, adapt, translate or create derivative works of the Service, the Website, the Application or the present Terms and related contractual documents;
reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, algorithms or underlying structure of the Service;
remove, alter or obscure any proprietary notices or labels;
use the Service to develop, train or benchmark a competing product or service.

6) Third-Party Platforms and Third-Party Services

The Client acknowledges that Third-Party Platforms and Third-Party Services are subject to their own intellectual property rights and terms. Nothing in these Terms grants the Client any rights in or to such third-party technologies, other than the rights granted under the applicable third-party terms.

7) Survival

The provisions of this Section 5.2 relating to ownership of intellectual property rights, restrictions on use, and protection of proprietary rights shall survive the termination or expiration of these Terms for an unlimited duration.

The license granted to the Client under these Terms shall automatically terminate upon termination or expiration of the Subscription Term.

5.3. Data protection

Each Party undertakes to comply with applicable data protection laws and regulations, including Regulation (EU) 2016/679 (hereinafter the “GDPR”) and any applicable national implementing legislation.

The processing of Personal Data in connection with the Service is governed by:

STRACKR’s Privacy Policy, and
where applicable, the Data Processing Agreement (DPA) entered into between STRACKR and the Client or incorporated by reference into these Terms.

The Client acknowledges and agrees that:

acceptance of these Terms constitutes acceptance of Privacy Policy and, where applicable, the DPA, whether executed separately or incorporated by reference ;
the Privacy Policy and the DPA form an integral part of the contractual framework governing the relationship between the Parties;
in the event of any inconsistency between these Terms and the DPA with respect to the processing of Personal Data on behalf of the Client, the DPA shall prevail.

The Privacy Policy and the DPA may be updated in accordance with their respective terms and applicable law.

5.4. Warranties and disclaimers

Each Party represents and warrants that:

it has full power and authority to enter into these Terms;
the execution and performance of these Terms do not violate any applicable law or contractual obligation binding upon it.

When the Client is a company, it represents and warrants that the person creating the Account and accepting these Terms is duly authorized to bind the Client.

The Client warrants that :

it uses the Service solely for professional purposes;
it has all rights, authorizations and legal bases necessary to connect Third-Party Platforms and to access, use and process Affiliate Data and Client Data through the Service;
the Client Data does not infringe any applicable law or third-party rights.

The Client acknowledges that it is fully and solely responsible for ensuring that its use of the Service complies with applicable laws and regulations, including those applicable to its business activities and jurisdictions. The Client is fully responsible for the manner in which itself and its Authorized Users use the Service and any Outputs generated by the Service. Any decisions taken based on the use of the Service or the Outputs are taken under the Client’s sole responsibility.

The Client also acknowledges that the Service relies on Third-Party Platforms selected and connected by the Client.

Nothing in the Documentation shall be construed as a contract, a warranty or guarantee superseding the Terms.

As regard Third-Party Platforms, STRACKR does not warrant:

the availability, continuity, accuracy, completeness or reliability of any Third-Party Platform;
the stability of interfaces, APIs, access conditions or data structures of Third-Party Platforms;
the accuracy, completeness or timeliness of Affiliate Data originating from Third-Party Platforms.

The use of the Service does not imply any endorsement, validation or certification by STRACKR of the data, results or Third-Party Platforms used by the Client.

As regard the Service, STRACKR does not warrant that:

the Service will meet the Client’s specific business requirements;
the use of the Service will result in any particular economic, commercial or performance outcome;
the Service will be free from errors or interruptions.

STRACKR expressly disclaims all warranties, whether express, implied or statutory, including without limitation any implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy or uninterrupted availability of the Website and the Application.

Each Parties acknowledge that the Service does not constitute legal, financial, accounting, tax or professional advice.

5.5. Liability

1) Liability Principles

Each Party shall be liable for the direct damages caused to the other Party as a result of its proven breach of these Terms, subject to the limitations set out in this provision 5.5.

STRACKR shall not be liable for any damage arising from the Client’s use of the Service that is not in accordance with these Terms, the Documentation or applicable laws.

To the maximum extent permitted by applicable law, STRACKR shall not be liable for any indirect or consequential damages, including without limitation:

loss of profits, revenue, turnover or business opportunities;
loss of customers or goodwill;
loss, corruption or inaccuracy of data;
costs of procurement of substitute services;
reputational harm;
any indirect or unforeseeable loss within the meaning of Article 1231-3 of the French Civil Code.

This exclusion applies even if STRACKR has been advised of the possibility of such damages.

STRACKR shall not be liable for any damage, loss or claim arising from or relating to:

the selection, connection, availability, modification or use of Third-Party Platforms or Third-Party Services;
the accuracy, completeness, legality or relevance of Affiliate Data or Client Data;
decisions taken by the Client based on the use of the Service or any Outputs;
interruptions or unavailability of the Service resulting from maintenance, updates, security measures, force majeure events or actions of third parties.

2) Force Majeure

Neither Party shall be liable for any failure or delay in the performance of its obligations resulting from a force majeure event within the meaning of Article 1218 of the French Civil Code.

3) Limitation of Liability Amount

To the maximum extent permitted by applicable law, STRACKR’s total aggregate liability arising out of or in connection with the Terms, the Service, the Website or the Application, regardless of the legal basis, shall be limited to the total amount of Fees actually paid by the Client during the twelve (12) months preceding the event giving rise to the claim.

Where the claim arises during a Free Trial, STRACKR’s total aggregate liability shall be limited to one hundred (100) euros.

For the avoidance of doubt, the limitations set out in this provision do not apply to liabilities that cannot be limited under applicable mandatory law, as defined below.

4) Mandatory exceptions

Nothing in these Terms shall exclude or limit liability to the extent that such exclusion or limitation is prohibited by applicable mandatory law, including in cases of:

fraud or wilful misconduct;
death or personal injury caused by negligence;
any other liability that cannot be excluded or limited under applicable law.

5.6. Termination

1) Non-renewal

The Client may elect not to renew its subscription by cancelling the automatic renewal prior to the end of the then-current Subscription Term, in accordance with the procedures made available by STRACKR, either through the platform or by written notification at contact@strackr.com.

Such non-renewal shall result in the termination of the subscription effective at the end of the then-current Subscription Term.

For the avoidance of doubt, non-renewal shall not constitute an early termination of the Subscription Term and shall not give rise to any refund, indemnity or compensation.

STRACKR may also elect not to renew a subscription. Such a decision will be notified to the Client at the email address of the Client’s Account.

2) Early termination for material breach of Contract

Either Party may terminate these Terms before the Subscription Term with immediate effect, by written notice to the other Party, filed either through the platform or at STRACKR’s email address contact@strackr.com, in the event of a material breach by the other Party that is not cured within thirty (30) days following receipt of a written notice specifying the breach.

STRACKR may terminate these Terms with immediate effect, without prior notice, in the event of:

non-payment of Fees where invoice-based billing applies;
repeated failed payment attempts under a self-service billing model;
unauthorized, unlawful or fraudulent use of the Service;
a serious breach of the Client Obligations and Acceptable Use provisions;
a security incident attributable to the Client that poses a risk to the Service or to other clients;
a legal or regulatory requirement requiring termination.

3) Suspension

Without prejudice to its right to terminate, STRACKR may suspend access to the Service, in whole or in part, where:

payment of Fees has not been successfully completed;
STRACKR reasonably suspects a breach of these Terms;
suspension is required to protect the security, integrity or availability of the Service;
suspension is required by law or by a competent authority.

Where reasonably possible, STRACKR shall inform the Client of the suspension and the reasons therefor.

4) Effects of Termination

Upon termination or expiration of these Terms for any reason, the Parties acknowledge that (i) the Client’s right to access and use the Service shall immediately cease; (ii) all Authorized Users’ and Sub-accounts’ access shall be deactivated; (iii) the Client shall promptly cease any use of the Service.

Data reversibility and deletion following termination are governed by Section 3.6 (Data Export and Reversibility).

5) Survival

The following provisions shall survive the termination or expiration of these Terms, in accordance with their respective scope and duration:

Confidentiality (Article 5.1);
Intellectual Property (Article 5.2);
Data Protection (Article 5.3);
Warranties and Disclaimers (Article 5.4);
Liability and Limitation of Liability (Article 5.5);
Governing Law and Jurisdiction.

5.7. Compliance

Each Party undertakes to comply, in connection with the performance of these Terms and its use of the Service, with all applicable laws and regulations, including without limitation those relating to business and commercial activities; data protection and privacy; anti-corruption and anti-bribery; competition and trade practices; export controls, economic sanctions and embargoes.

The Client represents and warrants that:

it is not subject to, nor owned or controlled by a person or entity subject to, any applicable export control, sanctions or embargo regulations;
it will not use, export, re-export or make available the Service in violation of applicable export control or sanctions laws, including those of the European Union, France, the United States or any other applicable jurisdiction.

The Client represents and warrants that it complies with applicable anti-corruption and anti-bribery laws, including, where applicable, the French Sapin II law and equivalent foreign legislation.

The Client undertakes not to use the Service for any activity that would expose STRACKR to a risk of non-compliance with such laws.

The Client is solely responsible for ensuring that its use of the Service complies with any industry-specific regulations applicable to its activities. STRACKR does not monitor or validate the Client’s compliance with such regulations and does not provide regulatory or compliance advice.

STRACKR reserves the right to suspend or restrict access to the Service where necessary to (i) comply with a legal or regulatory obligation; (ii) respond to a request or order from a competent authority; or (iii) prevent or mitigate a material compliance risk. Where reasonably possible, STRACKR shall inform the Client of such suspension.

5.8. Miscellaneous

These Terms, together with (i) the Privacy Policy, (ii) the Data Processing Agreement (where applicable), and any document expressly referenced herein, constitute the entire agreement between the Parties relating to the subject matter hereof and supersede all prior or contemporaneous agreements, discussions or understandings, whether written or oral.

STRACKR may modify these Terms as well as the Documentation to reflect changes to the Service, applicable laws or regulatory requirements. Any modification will necessarily be notified to the Client by any means to allow the Client to renew their agreement to these Terms.

The Client may not assign or transfer these Terms, in whole or in part, without STRACKR’s prior written consent. STRACKR may assign or transfer these Terms, in whole or in part, to an affiliate or in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets, upon prior notice to the Client.

If any provision of these Terms is held to be invalid, illegal or unenforceable by a competent court, such provision shall be deemed modified to the minimum extent necessary to make it enforceable, or, if not possible, severed, without affecting the validity or enforceability of the remaining provisions.

The failure or delay of either Party to exercise any right or remedy under these Terms shall not constitute a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise thereof.

The Parties are independent contractors. Nothing in these Terms shall be deemed to create any partnership, joint venture, agency or employment relationship between the Parties.

In the event of any inconsistency between the contractual documents, the following order of precedence shall apply: (i) any specific written agreement or order form expressly agreed between the Parties; (ii) the DPA with respect to Personal Data processing; (iii) these Terms; (iv) the Privacy Policy.

The Parties acknowledge and agree that the Terms any document signed in connection with the performance of the Terms may be validly signed electronically, in accordance with the provisions of Articles 1366 et seq. of the French Civil Code. The Parties acknowledge that an electronic signature, made in accordance with legal and regulatory requirements, particularly in terms of the identification of the signatories and the integrity of the document, shall have the same legal value as a handwritten signature and shall serve as proof of their consent.

The Client may notify STRACKR of any complaint or request of any nature whatsoever concerning the Services at the following address: contact@strackr.com

5.9. Governing law, dispute resolution and jurisdiction

The Terms are governed by French law.

Prior to any legal action, the Parties undertake to settle any dispute relating to the validity, interpretation, or execution of the Terms of Use in a spirit of fairness and good faith.

Clients wishing to initiate this amicable dispute resolution phase must inform STRACKR by email at contact@strackr.com, specifying the subject of their complaints.

In the absence of an amicable settlement within thirty (30) days of the dispute arising, any dispute or litigation relating to the validity, performance, or interpretation of the Contract shall fall within the exclusive jurisdiction of the Court of Paris.

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