Terms of Service

Track is a team task management and accountability platform that enables organizations to assign tasks, track progress, send notifications via email and WhatsApp, and interact with an AI-powered agent (Sofia) for conversational task management.

Solentis will use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, excluding scheduled maintenance windows and circumstances beyond Solentis's reasonable control. Solentis does not guarantee any specific uptime percentage unless expressly stated in a written Order signed by both parties.

Solentis will make reasonable efforts to provide advance notice of scheduled maintenance that may result in Service downtime.

Solentis reserves the right to modify, update, or discontinue features of the Service at any time. Solentis will use reasonable efforts to provide at least 30 days' notice before removing a material feature. Solentis is not liable for any modification, suspension, or discontinuation of the Service or any feature thereof, provided that if Solentis discontinues the Service entirely, it will provide at least 60 days' notice and a pro-rated refund of any prepaid Subscription Fees.

The Service integrates with third-party providers including Anthropic (AI), Meta (WhatsApp), Groq (voice transcription), Supabase (database), Vercel (hosting), Resend (email), Upstash (Redis), and Sentry (monitoring). Solentis is not responsible for the availability, accuracy, or performance of third-party services. Disruptions to third-party services may affect Track features without constituting a breach by Solentis.

To use the Service, the Client must register an organization account. The Client is responsible for providing accurate and complete registration information and for keeping that information current.

The Client must designate at least one administrator who is responsible for managing User access, configuring the Service, and ensuring compliance with these Terms within the Client's organization. The administrator has the ability to add and remove Users, assign roles, and access all data within the organization's workspace.

Each User must maintain a unique set of login credentials. Sharing credentials between Users is prohibited. The Client is responsible for all activity that occurs under its account, including activity by Users. The Client must promptly notify Solentis at marcomendoza@avilapeakpartners.com if it becomes aware of any unauthorized access to its account.

Track enforces two-factor authentication (2FA) for all Users. The Client acknowledges that 2FA is a security requirement and agrees not to circumvent or disable it.

User sessions expire after 24 hours. The Client acknowledges that users will be required to re-authenticate at that interval and agrees this is a reasonable security measure.

A one-time Implementation Fee is due prior to or upon commencement of the Client's onboarding. The Implementation Fee covers initial setup, configuration, data migration (if applicable), and onboarding support as described in the applicable Order. The Implementation Fee is non-refundable once onboarding has commenced.

The Service is billed on a recurring monthly basis at the rate specified in the applicable Order. Subscription Fees are due in advance at the beginning of each billing period.

Unless otherwise specified in the Order:

• Invoices are due within 15 days of the invoice date.
• Late payments accrue interest at 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) from the due date until paid in full.
• Solentis reserves the right to suspend access to the Service for accounts with invoices overdue by more than 30 days, with at least 7 days' prior written notice.

All fees are exclusive of applicable taxes, including sales tax, value-added tax, and withholding tax. The Client is responsible for all taxes associated with its use of the Service, except for taxes on Solentis's net income.

Solentis may adjust Subscription Fees with at least 60 days' written notice. If the Client does not agree to the new fees, it may terminate the Service pursuant to Section 14 before the new fees take effect. Continued use of the Service after the effective date of a fee change constitutes acceptance.

Billing disputes must be submitted in writing to marcomendoza@avilapeakpartners.com within 30 days of the invoice date. Disputed amounts in good faith are not subject to late payment interest while the dispute is pending resolution, provided the undisputed portion of the invoice is paid on time.

The Client and its Users agree to use the Service only for lawful purposes and in accordance with these Terms. The following are prohibited:

• Using the Service to transmit or store content that is unlawful, defamatory, harassing, abusive, fraudulent, or obscene
• Attempting to gain unauthorized access to any part of the Service, its infrastructure, or data belonging to other Clients
• Interfering with or disrupting the integrity or performance of the Service
• Reverse engineering, decompiling, or disassembling any component of the Service
• Using the Service to develop a competing product or service
• Reselling, sublicensing, or otherwise making the Service available to third parties outside the Client's organization without Solentis's prior written consent
• Circumventing any usage limits, access controls, or security measures
• Using automated scripts, bots, or crawlers against the Service without prior written authorization from Solentis
• Submitting false or misleading information to Solentis or through the Service

The Client is solely responsible for ensuring that its use of the Service complies with all laws, regulations, and industry standards applicable to its business, including but not limited to:

• SEC and FINRA recordkeeping and supervision obligations (financial services Clients)
• HIPAA and applicable healthcare privacy regulations (healthcare Clients)
• Any sector-specific data retention, audit, or supervisory requirements

Solentis provides infrastructure and tooling that supports compliance (including immutable audit logs) but does not guarantee that use of Track satisfies any specific regulatory requirement. The Client must make its own determination as to whether Track meets its compliance obligations.

The Client is responsible for ensuring that all WhatsApp phone numbers registered in Track belong to Users who have consented to receive WhatsApp messages from the platform. Registering phone numbers without the owner's consent is a violation of these Terms and may constitute a violation of applicable law.

The Client is responsible for the accuracy, quality, and legality of all Client Data submitted to or generated within the Service. Solentis has no obligation to verify, correct, or audit Client Data.

Solentis retains all right, title, and interest in and to the Service, including the Track platform, its software, user interface, AI models and prompts, system architecture, documentation, and all related intellectual property. These Terms do not grant the Client any ownership rights in the Service. The Client receives only the limited license to use the Service as described herein.

The Client retains all right, title, and interest in and to Client Data. By using the Service, the Client grants Solentis a limited, non-exclusive, worldwide license to store, process, and transmit Client Data solely as necessary to provide the Service. Solentis does not claim ownership of Client Data and will not use Client Data for any purpose other than operating the Service.

If the Client or its Users provide Solentis with feedback, suggestions, or ideas regarding the Service (“Feedback”), the Client grants Solentis a perpetual, irrevocable, royalty-free license to use that Feedback for any purpose, including incorporation into the Service, without any obligation of compensation or attribution.

Solentis may collect and use aggregated, anonymized data derived from the Client's use of the Service (such as feature usage patterns and performance metrics) for the purpose of improving the Service. Such data will not identify the Client or its Users and is not Client Data.

Sofia is an AI-powered agent that uses Anthropic's Claude API to respond to User messages via WhatsApp. AI outputs are generated probabilistically and may be inaccurate, incomplete, or contextually incorrect. The Client acknowledges that:

• Sofia is a task management assistant, not a licensed professional advisor of any kind.
• Solentis does not warrant the accuracy, completeness, or reliability of any output generated by Sofia.
• Users should verify task-critical information through the Track web interface before acting on Sofia's responses.
• Sofia should not be used as a substitute for professional legal, financial, medical, compliance, or other expert advice.

As described in the Privacy Policy, User messages and context are transmitted to Anthropic's API to generate Sofia's responses. By enabling WhatsApp and Sofia for their Users, the Client consents to this data transmission on behalf of itself and its Users.

Solentis does not use Client Data to train AI models. As of the effective date of these Terms, Anthropic does not use API-submitted data to train its models. Solentis will update Clients with at least 30 days' notice if this changes in a way that affects Client Data.

WhatsApp voice notes sent by Users to Sofia are transcribed via Groq's Whisper API. Audio is transmitted to Groq solely for the purpose of transcription and is not retained by Solentis after transcription is complete. The Client consents to this processing on behalf of its Users by enabling voice note functionality.

Solentis maintains reasonable technical and organizational security measures as described in the Privacy Policy, including encrypted passwords, two-factor authentication, role-based access controls, Row-Level Security at the database level, HTTPS/TLS for all data in transit, and application error monitoring. The Client is responsible for maintaining the security of User credentials and promptly reporting any suspected breach.

Track maintains immutable audit logs of all task-related actions. These logs cannot be modified or deleted by the Client, its administrators, or its Users. Audit logs are retained for a minimum of six (6) years. The Client acknowledges that audit logs may contain records the Client would prefer to delete, and agrees that this retention is a non-negotiable feature of the Service.

Client Data is isolated at the organization level. Solentis implements technical controls to prevent one Client's data from being accessible to another Client. No cross-Client data access is permitted.

In the event of a confirmed security breach that affects Client Data, Solentis will notify the Client without unreasonable delay and in accordance with applicable state breach notification laws. Solentis will provide reasonable cooperation to assist the Client in assessing the scope and impact of the breach.

“Confidential Information” means any non-public information disclosed by one party to the other in connection with these Terms that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each party agrees to: (a) hold the other's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to any third party without prior written consent; and (c) use Confidential Information only for the purpose of performing or receiving the Service under these Terms.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party at the time of disclosure; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the receiving party gives prompt written notice to the disclosing party and cooperates with any effort to seek a protective order.

Client Data is considered the Client's Confidential Information. Solentis will treat Client Data as confidential and will not disclose it except as required to provide the Service, as required by law, or as otherwise permitted under the Privacy Policy.

Each party represents and warrants that: (a) it has the legal authority to enter into these Terms; (b) these Terms do not conflict with any other agreement to which it is a party; and (c) it will comply with all applicable laws in connection with its performance under these Terms.

Solentis warrants that: (a) it will provide the Service in a professional and workmanlike manner consistent with generally accepted industry standards; (b) the Service will materially conform to its published documentation; and (c) Solentis will not knowingly introduce malware or malicious code into the Service.

The Client warrants that: (a) it has the right to submit all Client Data to the Service and that doing so does not violate any third-party rights or applicable law; (b) it will obtain all necessary consents from its Users for the data processing described in these Terms and the Privacy Policy, including WhatsApp message processing; and (c) its use of the Service will comply with all applicable laws and regulations.

Without limiting the foregoing, Solentis is not liable for:

• Regulatory non-compliance. The Client's failure to satisfy any regulatory, supervisory, or recordkeeping obligation (including SEC, FINRA, HIPAA, or other sector-specific requirements) as a result of its use of or reliance on the Service. The Client is solely responsible for its own compliance.
• AI outputs. Any decision made, action taken, or harm arising from reliance on outputs generated by Sofia or any other AI feature of the Service.
• Third-party service failures. Downtime, data loss, errors, or security incidents caused by or originating in third-party services (including Anthropic, Meta, Groq, Supabase, Vercel, Resend, Upstash, or Sentry).
• Client Data. Loss, corruption, unauthorized access to, or errors in Client Data arising from the Client's own actions, misconfiguration, or failure to maintain adequate User credential security.
• WhatsApp. Delivery failures, delays, interception, or unauthorized access to messages transmitted via WhatsApp or Meta's infrastructure.
• Force majeure events. Any failure or delay in performance resulting from causes beyond Solentis's reasonable control, including natural disasters, acts of government, labor disputes, internet or telecommunications failures, and cyberattacks.
• Unauthorized access. Unauthorized access to the Client's account resulting from the Client's failure to secure its credentials or comply with the security requirements in these Terms.

The liability cap and exclusions in this Section do not apply to: (a) either party's indemnification obligations under Section 13; (b) Solentis's liability for gross negligence or willful misconduct; or (c) either party's liability for death or personal injury caused by negligence, to the extent such limitation is prohibited by applicable law.

The Client agrees to defend, indemnify, and hold harmless Solentis and its officers, directors, employees, and contractors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the Client's or its Users' use of the Service in violation of these Terms; (b) Client Data, including any claim that Client Data infringes the intellectual property rights or privacy rights of a third party; (c) the Client's violation of any applicable law or regulation; (d) the Client's failure to obtain required consents from its Users; or (e) any claim by a User or third party arising from the Client's administration of the Service.

Solentis agrees to defend, indemnify, and hold harmless the Client from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to any third-party claim that the Service, as provided by Solentis and used in accordance with these Terms, infringes any U.S. patent, copyright, trademark, or trade secret of a third party. This obligation does not apply to the extent the claim arises from: (a) modification of the Service by anyone other than Solentis; (b) combination of the Service with third-party products not approved by Solentis; or (c) Client Data.

The indemnified party must: (a) promptly notify the indemnifying party in writing of any claim; (b) grant the indemnifying party sole control over the defense and settlement of the claim; and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnifying party may not settle any claim that imposes liability or obligations on the indemnified party without prior written consent.

These Terms commence on the date the Client first accesses the Service or executes an Order, whichever is earlier, and continue until terminated as provided herein.

Either party may terminate these Terms or any Order with 30 days' written notice. If the Client terminates for convenience, no refund will be issued for the current billing period. Implementation Fees are non-refundable.

Either party may terminate these Terms immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure the breach within 15 days after receiving written notice describing the breach in reasonable detail; (b) becomes insolvent, makes a general assignment for the benefit of creditors, or is subject to bankruptcy, receivership, or similar proceedings; or (c) ceases to operate as a going concern.

Solentis may suspend the Client's access to the Service without terminating these Terms if: (a) an invoice is overdue by more than 30 days following at least 7 days' prior written notice; (b) Solentis reasonably believes the Client's use poses a security risk to the Service or other Clients; or (c) Solentis is required to do so by law or order of a competent authority. Solentis will restore access promptly upon resolution of the condition giving rise to the suspension.

Upon termination of these Terms for any reason:

• The Client's license to access and use the Service immediately terminates.
• All outstanding fees become immediately due and payable.
• Audit logs will continue to be retained for the remainder of the six-year minimum retention period regardless of termination; the Client may request a copy of audit logs prior to termination.
• With respect to all other Client Data: the Client may, within 30 days of the termination notice, request an export of its Client Data in a standard format. Solentis will make reasonable efforts to provide the export within that window. Following the Client's decision or the expiration of the 30-day window — whichever comes first — Solentis will delete Client Data from its systems within 90 days, except for audit logs subject to mandatory retention and data Solentis is required to retain by law.
• Sections 1, 2, 7, 10, 11.4, 12, 13, 14.5, 15, 16, and 17 survive termination.

These Terms are governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles.

Before initiating formal proceedings, the parties agree to attempt good-faith resolution of any dispute by written notice. The receiving party has 30 days to respond and attempt to resolve the dispute informally.

If informal resolution fails, any dispute arising out of or relating to these Terms or the Service shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in Miami, Florida, or remotely by mutual agreement. The decision of the arbitrator shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information, without first engaging in the informal resolution process.

Clients that are registered investment advisers, broker-dealers, or otherwise subject to SEC or FINRA oversight acknowledge that:

• Track's audit logs are designed to support but do not guarantee satisfaction of any specific SEC or FINRA recordkeeping requirement.
• The Client is solely responsible for determining whether Track meets the requirements of SEC Rules 17a-4, 204-2, or any other applicable regulation.
• Solentis operates as a nonaffiliated third-party service provider under the Gramm-Leach-Bliley Act and will comply with the obligations described in the Privacy Policy.
• If the Client requires a specific contractual arrangement with Solentis as a service provider under GLBA or applicable regulations (such as a written third-party service provider agreement), the Client must notify Solentis in writing and the parties will negotiate in good faith.

Track is not a HIPAA Business Associate and these Terms do not include a Business Associate Agreement (BAA). Clients subject to HIPAA should not submit Protected Health Information (PHI) to the Service unless a separate BAA has been executed in writing between the Client and Solentis. If a BAA is required, contact marcomendoza@avilapeakpartners.com.

Clients that require a Data Processing Addendum (DPA) for purposes of state privacy law compliance or contractual requirements may request one by contacting marcomendoza@avilapeakpartners.com. Solentis will negotiate in good faith.